Peter Parker is Spider Man
by SharkZ9-83
Summary: A re-imagining of the Spider-Man story, explaining how Peter Parker became swept into the world of crimefighting and its repercussions in the modern world. In this first part of a highly involved story, Peter finds himself a target of the Kingpin's forces, while trying to protect his friends from the horribly transformed Otto Ovtavius. Influenced by many sources. Comments welcome.
1. Prologue

_August_

_Friday, 1:04 A.M._

"Wow. How could I have let this happen?" Peter Parker asked himself. "Let this two-bit nobody get the best of me." But he was not surprised by his frustration. "I guess I can't be too mad at myself. I mean, what could I have expected? This was never going to be anything like all the comic books I had read. Anyone that actually dresses up at night and hunts down criminals is going to get his ass kicked."

Indeed, Peter Parker has super spider-powers and that's what's nearly happened to him. Take the thug he's currently struggling with. Average height. Average build. On paper, this should be an easy win for Spider-man. Yet somehow he's on his knees with Average Joe holding a gun to his head.

Peter knew that it had to be late and his Aunt May was probably worried sick about him. He never stayed out this late. Not even on weekends. In fact, Peter didn't really go out much at all. Normally he spent his Thursday nights watching movies in his aunt's living room. For a kid who was about to be a senior in high school, Peter didn't have many friends to show for it. He wasn't a loser by any means. He was just shy, an introvert who had always been content with his place in the world. This night, however, was much different. He wasn't content about anything tonight.

As he knelt there, Peter wondered to himself how any of this could have happened. To say that his life has taken a 180 over is an understatement. Just a few days ago he was Peter Parker, a brilliant, shy, soon-to-be high school senior. Here he was now, trapped by a killer in a dank, dark warehouse on the wildest night of his life. The thought that this would be easy now sounded absurd to him. "I should have known this would happen," he laughed to himself.


	2. Enter: Peter Parker

_August_

_Last Monday, 11:47 A.M._

Peter read the headline on the front page of the Daily Bugle to his friend, Harry:

OsCorp CEO to Host Nuclear Fission Demonstration.

"Nuclear Fission? Sounds awesome man. We've gotta go," Peter said to Harry half-jokingly. But he wasn't really kidding. Not really, anyway. Peter was an exceptional student who had a special knack for science, and a groundbreaking new demonstration in nuclear fission particularly caught his eye. But Peter was more intrigued by the man who would be holding the demonstration, Dr. Otto Octavius. Peter was currently writing a research thesis for his boss on Dr. Octavius, and he had hoped to interview the doctor to learn more about his most recent project. Peter's boss, Dr. Curtis Connors, was the chairman of the science department at Manhattan's own Empire State University. Considered to be one of the country's most extraordinary scientific minds, he also led Midtown High School's internship program to recruit promising young science students to be ESU lab assistants. Peter had spent the past summer working for Dr. Connors, and he considered the research he was doing to be enthralling. Peter's love for science only grew during one of the best summers he had ever had. But his struggles with his thesis paper had recently put a damper on his experience. Peter wanted to make sure his paper was excellent, as the doctors Connors and Octavius were old friends. That was the nerd inside Peter Parker showing itself.

"Hey Pete, try to not be a nerd for five minutes." Harry Osborn teased his friend. Harry had met Peter Parker during their early days of elementary school, and despite their different interests they have been friends ever since. Whereas Peter was more shy and preferred academics, Harry was a social butterfly. The son of OsCorp's aforementioned CEO, Norman Osborn, Harry always insisted that the only reason he was popular was because he was rich. Peter wasn't so sure. Harry had such a perfectly cool and laid-back demeanor that you would never know he was the wealthiest kid at Midtown High. And despite Harry's money and social life, he always had time for Peter. The two had grown to be great friends.

"Besides, Flash's party is tomorrow night. Remember, you said you wanted to have a more active social life senior year, correct? Did you not say that?"

Harry was right. For as long as Harry has been one of the "cool" kids in school he's always had Peter's back and been one of his few friends at Midtown High. It wasn't that Peter was unfriendly or awkward. He could actually be a very engaging and personable guy. People just never really cared to get to know Peter. Guys like Flash Thompson, for instance, preferred to just label him a dweeb and pick on him. But Peter had recently asked Harry to help him branch out so he didn't have to spend his final year in high school as a total outcast.

"Yeah, I know that's what I said. But I'm actually not being a complete nerd this time. I need to go to see if I can get a few quotes from Doc Ock. My thesis blows right now."

"Peter, it's the last week of summer before school starts. You've gotta go. C'mon it'll be cool this time I promise."

Last time it wasn't so cool. Harry had taken Peter out to a party with him, but an unsuspecting Peter had his pants pulled down and a beer poured on him by Flash Thompson. In front of everyone. Peter was of course reluctant to go to a party Flash was hosting, but preferred to not tell Harry that.

"Harry any other night I would. But I actually really need to try to go to this or else I'm screwed for my paper. I swear I'll go to the next one with you."

Peter had hoped that Harry would be able to leverage his dad into getting them some OsCorp visitor's passes to view the fission experiment. Harry paused, looking struggled as he thought of something to say. That didn't happen to Harry often. He normally always had something clever to add. Finally, he told Peter, "I already asked him. He said I haven't earned the privilege to go." Peter was not the only one reluctant to admit something. Harry did not want his friend to know that his father had denied him permission to watch. Norman Osborn was an intimidating man, and he often had exceedingly high expectations for his son, and was often hard on Harry when he didn't meet them.

With a quiet understanding, Peter stopped pressing the issue and left his friend with a half-hearted reassurance that he would see his friend at Flash's party the following night. Peter had listened to Harry describe all the different OsCorp buildings many times, and he was confident he'd be able to find a way to meet with Dr. Octavius and still catch Harry at the party afterwards, if he felt up to it.


	3. Osborn's Gambit

_August_

_Last Monday, 2: 28 P.M._

Norman Osborn looked out the window of OsCorp's Midtown office. He stood in a board room on the fortieth floor in his pristine glass tower. Norman had built his company from the ground up. He began OsCorp as a small chemical manufacturer. His company now stood as one of the country's leading science and technology corporations. There was certainly a lot of money in OsCorp. After the September 11th terrorist attacks, Norman made millions by privatizing national security, outfitting the military with weapons and defense technology he had developed. The weapons contracts that OsCorp took on made the company's military projects division its most profitable branch, and one Norman had spent the last several years personally involving himself in.

Norman Osborn had several offices strewn throughout New York City: his chemical division had a plant in Queens, and a nuclear energy division was located in further uptown, on the western side of the island. Osborn's latest project, a skyscraper intended to house OsCorp's genetic research division, was wrapping up construction downtown in a few months. Norman, however, spent most of his time in the Midtown office, where he oversaw the production of OsCorp's military technology line.

The door to the board room opened as six men walked in single-file. They all had one thing in common: gray hair and three-piece suits. As they took their seats at the table that stood in the middle of the room, Norman did not turn around to face the men. He continued to stare out the window, deeply angered that he was even there in the first place.

"Norman, would you like to begin?" one of the men asked. With reluctance Norman turned and sat down across from the six men. He stared back at them and seethed.

"Well, where would you like to begin, Stromm?" Norman stared at his OsCorp co-founder with disgust. Osborn could not believe that his long-time business partner, Mendell Stromm, actually had the nerve to bring him before the board. "This is my company," Norman told himself. "How dare he question what I choose to do with it. Before the entire board no less! This man would be nothing without me."

"Norman, the board is concerned with you recent…choice of direction for the company. I'm concerned as well."

"What has you so concerned, Mendell?"

"Norman, I will be frank. There is no doubt that this company is as successful as it is because of you…"

You're goddamn right, Norman thought to himself, struggling to suppress his rage.

"But your choice to invest in Octavius' nuclear fission research is puzzling. This is a significant change in direction for OsCorp. Our military contracts have provided more company growth over the last several years than any other division. We risk losing those contracts if we choose to remove them from our focus."

"Otto Octavius' research on nuclear fission will break new ground in renewable energy," Norman shot back. "Which in case you weren't aware, gentlemen, is potentially more profitable than an entire year's worth of military contracts. I don't understand your confusion. It seems like an obvious business choice to me."

"Yes, that may be true, Norman. But it is unreliable. This research is unproven. There's no telling what its returns could be months from now. For God's sake, the man's created robotic arms to do his experiments. He's a nut, and we can't trust that his work will pay off for us. At least we're sailing charted waters in weapons technology."

Norman Osborn's stubbornness did not allow him to process his partner's words. With arrogance in his voice, he rebuked the board's concerns, asserting that Octavius's research was without a doubt the correct direction to bring the company. Imagine the possibilities, he thought to himself. Norman reasoned that the profits from this renewable energy project overshadowed any potential setbacks.

"It's ultimately up to you, Norman," Stromm told him. "This is your company after all. Just be warned. If this doesn't pan out and OsCorp goes under, you'll be the one held responsible." With those final words Stromm and the rest of the board members stood and exited the room. The ultimatum did not affect Norman Osborn. He knew he could not afford for the fission research to be a bust. Yet he remained stoically confident in Otto Octavius and the demonstration he was scheduled to hold the following day. "This is the future. You all will see," Norman told his board members as they left the room. He would show them all, he thought. Tomorrow's demonstration is going to be the dawn of a new era in energy, and OsCorp will make a fortune beyond anything ever imagined, Norman told himself. The promise of wealth in renewable energy proved too tantalizing for Norman Osborn to not pursue. He hoped that his gamble paid off.


	4. Celebration

_August_

_Last Monday, 6:07 P.M._

Peter Parker walked through the door to be greeted by an extremely pleasant aroma. He stood in his Aunt May's kitchen, and turned his attention towards her stove. Opening it, he was delighted to see what was slowly cooking inside.

"Whoa, roast beef? What's the occasion?" Peter asked his aunt, who was sitting at the table drinking a cup of tea. Peter's Aunt May was the sweetest woman he knew. Her kind and calm personality was constant. And she was a great cook. Peter's mouth watered at the thought of his Aunt May's roast beef.

"Actually, now that you mention it, there is a special occasion." Peter turned to face his Uncle Ben standing in the opposite doorway. "Apparently," Peter laughed, pointing to the glass of wine his uncle was holding.

"There's reason for celebration, kiddo. On this day, thirty years ago, your Aunt May and I got married."

"Duh, I remembered that," Peter responded, winking at his aunt. He felt a little guilty because he actually hadn't remembered. He was too distracted by thoughts of his trip to OsCorp the following day. He planned to wake up earlier than what had become his usual lazy summer hours. Dr. Octavius' demonstration was scheduled for 10 am.

"Oh Peter, you're sweet," his aunt teased. She was onto him. "Tell us about your day."

"Yea Peter how was Harry's?" his uncle said.

Peter shrugged. "Harry's was fine. It was really quiet there. It was only the two of us, and the place was just kind of empty."

"Well a house that big I'm surprised you wouldn't get lost!" Aunt May laughed.

"No. It was more just because Mr. Osborn wasn't anywhere to be seen. But then again, he normally isn't. I don't know, Harry just seemed kind of lonely."

"Well what does his dad do?" Uncle Ben asked.

"Well he's just always at work Harry says. It's not like he resents his dad for not being there. He knows he's a really busy man. You can just tell he's not that close to Mr. Osborn. I kind of feel bad."

"Well Peter, you're not close to your parents either," Aunt May said softly to him. She was right. Peter's parents died in a plane crash when Peter was very young. His Uncle Ben Parker and his Aunt May Reilly had raised him ever since the accident. Ben and May had been as good as parents to Peter Parker. They did their best to give Peter anything he ever needed. Ben Parker especially had done his best to be a father to his nephew. Ben never dared to go back on the word he gave his brother to look after the young boy. He loved Peter Parker as if he were his own son, as did May.

"Yea, but I have you guys," Peter responded. Peter, much like Ben and May, loved his aunt and uncle as if they were his own parents. For as long as he remembers they have raised him in their house as their own. They were his rock; two of the few people who gave Peter a sense of care and comfort. "Both of you have always been here for me. Harry's mom died when we were in second grade, and Mr. Osborn is almost always doing something at the office."

"Well, then it's a good thing Harry Osborn has a friend like you," Aunt May said kindly. Peter smiled. His aunt and uncle never failed to make Peter feel better.

"Oh boy, May I can't wait for this roast beef!" Uncle Ben exclaimed, peering into the oven. "Hey Pete, wanna go see that new movie tonight after dinner?"

"You mean the two of you don't have a big romantic evening planned for tonight?" Peter said with a smirk.

"Peter, after thirty years of marriage, there isn't much we haven't already done," his Aunt May said with a laugh. "You boys go ahead and have fun."

Peter smiled at his aunt and looked back at Uncle Ben, who was sporting a wide grin. They made plans to go together and helped Aunt May prepare the kitchen for her wonderful dinner. They sat and ate and Peter was amazed at how his aunt's food always tasted as good as it smelled.

"What do you have going on tomorrow, Peter?" Uncle Ben asked.

"I was actually going to take a trip to OsCorp tomorrow. Dr. Octavius, the guy I'm writing my paper on for Dr. Connors, is doing a demonstration in nuclear fission."

"I'm not even going to pretend to know what that means," his uncle said, laughing.

"It's basically a renewable energy project," Peter said with a smile. He knew that neither his aunt nor uncle were as science-oriented as he was. "Harry's dad is funding the research."

"Oh, well maybe that's why he's spending so much time at the office," Uncle Ben joked. Aunt May gave him a stern look.

"It's actually kind of a big deal," Peter continued. "Renewable energy research has grown exponentially over the last few years. Doc Ock thinks that he's onto something big. If he were to achieve a breakthrough with his nuclear fission research, he would be making scientific history."

"Yep. And there's Norman Osborn, holding out his hand, looking for his share," Uncle Ben joked again.

"Oh Ben, stop it," Aunt May scolded. Peter could tell though that she was slightly amused. It never failed to amaze him how after being together for so long his aunt and uncle still showed every day how much they loved each other.

_Last Monday, 8:53 P.M._

Otto Octavius stood before his fission reactor, having calibrated it for the final time before his demonstration. He thought it was magnificent. The incarnation of the vision he once had as a young science student. Tomorrow, his life's work would be on display, and the whole world would witness his brilliance as a new chapter of science was written.

He stepped back to admire his work, before turning to the device that he knew made all of this possible. Immaculately perched on a specially designed podium was a mechanical harness. This harness, however, was unlike anything the world had ever seen before. It was another testament to the scientific genius of Otto Octavius, and perhaps the only thing he found to be more beautiful than his fission reactor. Extending from the body of the harness were four, elongated tentacles, each one outfitted with three pincers. They were magnificent. The harness allowed Octavius remote control over the arms so he could conduct his research from a safe distance. Although awkward and crude when first constructed, the harness and its four arms eventually advanced along with Octavius' research in renewable energy. They made for the perfect assistant, carrying out the doctor's experiments in an environment that would be lethal to any human. Octavius knew that without his tentacles, his dream would never have become a reality.

Octavius had checked for everything. Standing in a makeshift laboratory in OsCorp's Nuclear Research Division, Otto had scoured his machine and the room it was stored in for anything that could provide a potential setback for the next morning's demonstration. There was nothing. Octavius was meticulous. His fission reactor was perfect, and his lab was clean. There wasn't anything Octavius hadn't thought of. Everything was in perfect order.

The door to the lab opened. Octavius was angry, as he had asked not to be disturbed while he made his final preparations. Turning to see who would interrupt him, he faced Norman Osborn, and reigned in his frustration.

"I trust everything is up to speed, doctor?" Osborn asked.

"Norman you have nothing to worry about," Octavius responded him. "I know the ramifications of the slightest miscalculation. The machine is perfectly calibrated. The lab is contagion-free. Rest assured, tomorrow will be a celebration of all we will accomplish together."

"I certainly hope so, Otto. You know how much OsCorp has riding on this." Norman, despite his attempts to appear in control, had slight desperation in his voice. "We're going all the way to the top, you and I. I just want to be sure-"

"Norman, you have nothing to worry about," Octavius interrupted. "I've done my homework. Twice. My research is sound. Now if you'll please excuse me I still have work to do." Octavius did his best to not insult the man who was funding his project.

Norman Osborn took Octavius at his word. He was confident that the doctor's research was indeed sound. He knew how brilliant the man was. He just could not shake the insult he felt at being called before the board. He knew that if they had the gall to pull such a stunt then there really was no room for error. Norman Osborn was just as meticulous as Otto Octavius in this regard. With a slight nod and look of support, Osborn exited the lab.

Octavius spent a few more minutes double-checking his workspace to ensure the next day's success. Satisfied, the doctor soon followed Osborn out. But despite all his checking and double checking of his reactor, his arms, or his lab, Otto Octavius had missed something. In his painstaking attention to detail in all his accessories, one slight detail eluded him. Insignificant in scale to Octavius' other concerns, yet significant enough to warrant recognition. As Norman Osborn entered the lab to check up on the doctor, a single, small spider scurried in after him. Octavius had failed to see the spider crawling up the wall as he made his final preparations. And as the doctor left his lab believing everything to be in order, the spider spun a web for itself in the top corner of the room, where it would remain until the morning.


	5. The Itsy Bitsy Spider

_August_

_Last Tuesday, 9:14 A.M._

Peter had been to the OsCorp Nuclear Research division only once, as a junior on a school trip. He vividly remembered the layout of the building, and remembered from the tour which room would most likely be used for the fission demonstration. Harry had informed Peter many times on the nuances of OsCorp's security protocols and standards. Peter found that he had relatively little difficulty getting past the front desk and into the back offices of OsCorp's inner workings.

Peter was excited once again to be roaming through halls dedicated to science. He recalled his school trip the previous year and how fascinating he found the nuclear division to be. But he was here this time with a very specific purpose. He needed to somehow find Otto Octavius before his demonstration began. Anything he could ask the doctor or discuss with him would be a help to his paper. Peter was in desperation mode.

As he turned the corner towards the reaction room, a door down the hallway opened and a tall, broad man walked out at a relatively brisk pace. Peter recognized him as Harry's dad, Norman. Peter instantly stopped walking and turned his back to Norman. He remembered how Norman did not allow Harry to watch the demonstration, telling him he hadn't earned the privilege. Peter did not want to be seen without his friend.

"You're on in thirty minutes, Otto. I'll see you in Stockholm!" Norman shouted back as he glided down the office. Peter had never met a more driven man in his life, and even the way he walked showed that Norman Osborn was a man who was always on a mission. Peter couldn't help but think that it was that constant drive that contributed to his poor relationship with his son. He was married to his job, a relationship that left little time for Harry.

Peter continued down the hallway once Osborn was out of sight. Heading for the office Norman had just come from, Peter tentatively knocked and opened the door. Inside was a man of average height and relatively decent build. Peter almost didn't recognize him as Otto Octavius, for the last picture he had seen of the man he was significantly heavier. He wore a pair of thick glasses and a plain white tank top and boxers. He stood behind the desk at the front of the room, staring out the window of what Peter now recognized as Norman Osborn's office. He remembered Harry telling him that one of his father's offices looked right out onto the Hudson. The back wall of the office was entirely made of glass, providing a sprawling view worthy of Norman Osborn himself. Octavius turned to look at Peter.

"Can I help you young man?" he asked.

"Doctor Octavius, my name is Peter Parker." But he was cut off before he could even begin.

"You're not a reporter are you, I told them already I wasn't going to do any interviews for this project," Octavius snapped with an annoyed tone.

"No, sir. I'm a student. I work for Dr. Connors over at ESU."

Octavius paused for a moment as he peered at Peter. The his face brightened up slightly with a look of recognition. "Parker, huh. You know, I actually remember Curt telling me about an intern he had named Peter Parker."

"Really?" Peter asked. He felt both honored and surprised that Dr. Connors thought enough of him to mention him to a man like Octavius.

"Oh, sure. Absolutely," Octavius said. "He says that you're brilliant."

Peter was shocked. He felt the nerd inside him slowly taking over as the excitement of being praised by such an incredible scientific mind overwhelmed him.

"You know what else he says?" Octavius continued, before Peter could even respond. Peter shook his head in confusion.

"He says your work ethic sucks." Suddenly the elation Peter felt was replaced with a sinking feeling in his stomach. He felt embarrassed now to be talking to Octavius.

"Well, uh, I guess I-"

"Look Peter I don't have a lot of time. I'm scheduled to begin my fusion demonstration at ten. But I appreciate your coming here, and I recognize a promising scientist when I see one. From what Curt has told me you have a lot of promise."

Peter was now intrigued again. "Thank you sir. I-"

"But Peter it's not enough to be talented. Science is like everything else in life. It needs practice. You have to work at it every day. If you're given the right tools," Octavius said, pointing to his head, "you have to honor that by working at it every day. Because will there ever be a point in science where your work is complete? When there's nothing left to be done, nothing left to improve on?"

Peter sat there in silent wonder. The words stung him a little bit, but he found a poignant message in them.

"The answer is no. There is always more work to be done. And that work will always require your best effort and your constant vigilance. There is no room for error in science. There cannot be the slightest miscalculation. Take my fission reaction for example. The slightest error, the slightest miscalculation and it could be disastrous. But I know what the price of laziness is. And laziness has never led to excellence. You understand? And that is why I'm where I am today. I work my ass off. I've been gifted with the tools, and I don't squander them. If you really want to be great, Peter, it shouldn't be hard for someone like you. You just have to figure out what works for you. And when you discover what that is, you better be prepared to do whatever it takes to make it successful. I mean, isn't that how anybody gets where they're going?"

Peter stood for a moment to soak the doctor's words in, because he did not want to forget them. The way Octavius made him feel inferior yet inspired at the same time amazed him. He almost felt insulted by his arrogance, yet there was something kindhearted about his message, almost as if it were a form of tough love. Still, Peter wanted to show the doctor that he was wrong about him.

Before he could find the appropriate response, Octavius spoke again. "I really hope this helps, Peter. But if there's nothing else I really must get going. I need to begin soon."

Peter shook the doctor's hand and followed him out the door. As Octavius set off he paused and turned back to Peter. He flashed a visiot's pass to the demonstration. "Someone like you has got to be interested, right?" Octavius said with a wide smile. Peter beamed with excitement.

_Last Tuesday, 10:19 A.M._

_Ow. What the hell was that?_

Peter looked down at the palm of his hand for the source of a pain that shot all the way up his arm and sent a sharp chill down his spine. He nearly jumped when he found a spider with its fangs clamped down into his skin. Without hesitation he shook the spider off and threw it to the ground.

_I didn't know spider bites hurt that much. Should my whole arm feel like it's burning? What if that thing is poison?_

He knelt down to look at the spider, which now sat motionless on the ground, appearing to be dead. Peter did not know much about spiders, but he was extremely curious how that spider could cause such a painful bite.

_Is that spider…glowing? That's seriously weird. Why would it…oh, wait._

Peter instantly shot his head up and turned his eyes towards Otto Octavius' fission reaction. It was spectacular. It looked like a miniature sun, and everyone in the viewing room stared in awe as Octavius effortlessly controlled his reaction with his four mechanical arms.

"Tritium is what makes this project go!" Octavius shouted over the dull buzz of his reaction. "These arms allow me to control, sustain, and develop a successful reaction, by manipulating an environment no human hand could ever enter!"

Peter looked from the reaction back to the spider, which emanated an orange glow that was very much like the one from Octavius' reaction. Suddenly he was overcome with a feeling of intense nausea. He doubled over on the viewing room floor. It was not until there was a loud pop and a gasp from the crowd that Peter stood up. Norman Osborn ran to Octavius side and yelled something in his ear. Peter however could not hear what it was over the extremely loud popping and cracking sounds coming from the reaction.

"Norman, the reaction field has been contaminated! I need to shut it down I can't sustain it any longer!" Octavius shouted to Norman Osborn, who was standing over his shoulder with a menacing glare of anger.

"Octavius, I'm in charge of this operation! We shut it down when I say it gets shut down! Fix the goddamn reactor!"

"You moron! There's nothing I can do now! Something breached the containment chamber, and the reaction is out of control! Pull the plug, or everyone could be killed!" It pained Octavius to shut the project down, but he recognized that the problem he was faced with was beyond anything he could reconcile. He knew that his reaction needed to be shut down immediately before it got even more out of control.

Peter stumbled out of the room. The nausea had become worse and his vision was starting to blur. He couldn't bear the thought of becoming sick in front of all those people. He ran as fast as he could towards the building lobby, feeling like he was going to pass out at any moment.

"I thought you said you had everything taken care of! That there would be no mistakes! What the fuck is wrong with it, Otto!"

"You son of a bitch!" Octavius shouted back at him. "Don't you dare-"

Octavius' words were cut off by a loud pop, as the deteriorating fission reaction shot a bolt of energy across the room and blasted a hole through the viewing room wall. Osborn looked in horror and immediately sprinted for the building's subbasement to shut down the power. He reluctantly acknowledged that the reaction was beyond saving. He seethed with frustration at Octavius' failure as he ran towards the basement to save what was left of his company.

Peter, meanwhile, could tell something was seriously wrong by the horde of OsCorp staff heading back towards the reaction room. He was intrigued as to what could have caused the reaction to destabilize, but felt much too ill to stay and find out. He made his way out the door and stumbled onto the street, taking a seat at a bus stop across the street. He looked up at the building, his hand still burning from the spider's bite.

Otto Octavius labored under extreme duress, trying as hard as he could to contain the reaction. Even the help of his mechanical arms was not enough to stabilize it. He stood there wondering how in the world this could have happened. He had checked for everything. His calculations were perfect. "Where did I go wrong?" he said helplessly.

Peter sat outside clutching his hand. His nausea was beginning to subside, and he was becoming increasingly distracted by the panicked crowd that began exiting OsCorp. Suddenly, the whole street was rocked by a violent explosion. Flames burst out of the OsCorp building window and flew into the air, as shattered glass rained down on the street below.

_Holy shit. I could have been in there. I almost got blown away…poor Doctor Octavius. I wonder what happened. He seemed so sure of himself and his project. How could he have been so wrong? It's a good thing I got sick when I did. I better get out of here. Man, this might give me more than enough for my paper. Although, crap. Can I really write about this after that terrible accident? I've gotta get home. I feel like I could sleep forever. And what the hell was the deal with that Spider?_

Peter's thoughts continued to race as he got on a bus to take him home. He could not believe what had just happened. He briefly thought of going to tell Harry, but was reluctant to admit that he had taken the trip without him. Overcome with an intense drowsiness, Peter instead heading home, felling like he could actually sleep forever.


	6. Peter Parker Redux

_August_

_Last Tuesday, 9:33 P.M._

Peter slowly opened his eyes as he stirred from a deep sleep. After getting home for OsCorp earlier in the day he immediately passed out in his bed, managing to only grunt at his aunt and uncle as he passed them up the stairs to his room. Peter had been asleep for over ten hours, as evidenced by the extreme grogginess that he felt. He looked over at his clock and shot up instantly.

_Hey, I can still make Flash's party. Let me call Harry._

Peter then paused, wondering to himself why Flash's party was the first thing that came to his mind. Just a day ago the prospect of socializing with the Midtown High in-crowd seemed so unappealing. Without a second thought he jumped out of his bed with surprisingly renewed energy and effortlessly came to his feet.

_Hmm, I feel kind of light. But I feel pretty awesome too. _

Peter bounded towards his cell phone and saw he had several text messages from Harry.

"_Pete where are you?" Well, gee Harry, I just spent my whole Saturday knocked out in bed after nearly getting blown to pieces at your dad's office. Where are you? _

Peter opened his phonebook and called Harry. After a couple rings Peter was greeted by a sweet-sounding female voice. "Harry Osborn's phone, how can I help you?"

_Oh crap is that Gwen? Why does she…nevermind. _"Hey Gwen, it's Peter Parker. Is Harry there?" Peter timidly asked her. Gwen Stacy has been Peter's secret longtime crush, going all the way back to middle school. The only person who knew how crazy he was about her was Harry. Harry happened to be better friends with Gwen than Peter, but he was hoping to maybe change that this year.

"I know who you are Peter Parker. Peter's just fine. Harry is occupied at the moment fulfilling his obligatory social duties, but is there something I can do for you?" Gwen enjoyed teasing Peter. Through her friendship with Harry Osborn she had come to know Peter better than most. She liked what she saw, but had always been waiting for him to come out of his shell. She was often frustrated by Peter's apparent disinterest in her.

"I told him I was coming to Flash's party. Are you guys there now/"

Gwen suddenly perked up. "Oh, you're coming out? Oh yeah of course we're here right now. You should absolutely come over."

"Okay, I'll be over soon. I kinda just woke up. I need to do some…stuff," Peter awkwardly replied.

"Okay, Peter Parker," Gwen said with a laugh. "See you soon."

Peter hung up the phone and exhaled deeply. _I guess that could have gone worse. I should change. And probably comb my hair. Where's my lamp?_

Peter turned his lamp light on and did a double take as he looked at himself in the mirror.

_You know, I look pretty good. I don't remember having all of that muscle definition. I mean, I've never been in bad shape, but I'm certainly no He-Man. Is that a six-pack I see? Alright, I guess we'll see how this goes._

Peter was shocked to discover how ripped his entire body was. He was right in that he was never the pinnacle of masculinity. He had never been exceptional in athletics. But now he was presented with muscle definition that he had no idea he possessed. However, he was certainly not going to complain. He soon got dressed and headed for his door.

"Whoa there partner. Where are you off to now?"

Peter turned to face his aunt and uncle sitting at the kitchen table, right where he last saw them. They each wore looks of concern. "You've been in bed all day. Is everything alright?" Uncle Ben asked.

Peter did his best to not cause them any more concern. "Yeah, I know. I was kinda wiped after waking up so early this morning. But everything's fine. I actually feel great. I'm going to meet Harry now but I'll see you guys later," he shouted as he ran out the door. He was feeling great. Peter had an energy he had never possessed before in his life. He felt like a new man, physically and mentally, and was eager to go out and capitalize on his good feeling.

_10:28 P.M._

Peter walked through the front door to Flash Thompson's house. He remembered where he lived from the several times he had been there when he was younger. The thought that he used to be friends with Flash now amused Peter. As he walked in several other students stopped and stared at him, with a look Peter could only describe as part surprise and part disgust.

_Hmm, I'm sure they're all wondering what in the world Peter Parker could be doing here. I should probably find Harry soon._

"Hey nice pants, doofus!" one said to Peter as he walked by. Peter recognized him as Kong, Flash's right hand man. While he was never as aggressive towards Peter as Flash was, he occasionally went out of his way to tease Peter.

_Yikes. Kong looks hammered. What's wrong with my pants?_

Peter looked at the pair of ordinary blue jeans he was wearing and noticed they were no different than the ones Kong was wearing. He was too amused by how stupid Kong's insult was to be offended by it.

"Kenny, do you ever actually think about the stuff you say?" Peter said with condescension. He laughed and continued through the house, past the kitchen where a few students were playing a game and out onto the back porch. He soon spotted Harry standing with a small group of other students.

_Man, Harry is tanked too. He wasn't kidding when he said Midtown High was going to party for every last night of the summer._

Harry spotted Peter out of the corner of his eye. "PETE! There you are, where have you been man I was starting to get worried."

"I'm not that late am I? I thought that was fashionable these days."

Harry laughed. "You're always joking, and that's why I love you, man."

_Oh Harry's "I love everyone drunk" tonight. I guess that's better than "You should hook up with Gwen drunk."_

"Peter," Harry said, looking around as if making sure no one could hear. "She's waiting for you man. Gwen's totally into it. I'm telling you."

_Or maybe not._

Peter laughed off the comment, even though it made him slightly uncomfortable. "You know Harry, you keep saying that as if I'm interested."

"Oh, c'mon man lighten up. It's only natural." Peter laughed. But he knew that it was pointless to deny his crush on Gwen to Harry. All he could manage was a nervous laugh and a shake of the head.

"Delivery for Mr. Osborn." Peter and Harry turned to face Gwen.

"Ms. Stacy you are actually the greatest," Harry said, nudging Peter. She handed Harry a beer. Peter was amazed at how beautiful she looked, with her long blonde hair shining in the porch light. She then addressed Peter

"Hey Peter Parker. I didn't know if you'd actually make it. Here, this is for you too." She handed Peter the beer in her other hand. "I'll go back and get another. Don't go anywhere you two." She headed back into the house. Peter watched her the whole way before she was lost among the crowd. He felt like melting.

"See what'd I tell you, bud," Harry said as he put his arm around Peter. "Trust me, I can tell." Peter prayed that Harry was right. But even still, he was not sure he could muster the courage to act on his feelings for her. The newfound confidence he woke up with not long ago was lost in his hopeless admiration for her.

A strange feeling then overcame Peter. His head began to ring and itch intensely. While it was not painful, the strange sensation was enough to make Peter tense up immediately with alertness. Then, almost as if it were reflex he sidestepped to his left, narrowly missing the shower of beer that Flash Thompson intended to dump on him.

_Whoa what was that? Kinda weird. But also kind of awesome. Not this time Flash. I was really hoping to not run into you, but I guess this is your house._

"That trick is getting a little old, don't you think?" Peter was suddenly overcome with a newfound confidence. As strange as it was to him, he felt strong and on edge. He certainly did not feel like being a punching bag tonight.

"Get a good look fellas. It's not every day Parker decides to show his face. Especially not at one of my parties," Flash obnoxiously boasted. Flash had a bone to pick with Peter ever since the two of them got to high school, when Peter became more involved in science and academics while Flash favored athletics. That, combined with his newfound popularity, compelled him to make Peter the butt of his many practical jokes and insults.

"Oh my god, Flash Thompson here? I can't believe it. This is so exciting!" Peter responded sarcastically. Out of the corner of his eye he saw Gwen. She had a look of nervous concern on her face.

_Oh I'm definitely not going to look bad in front of her again. I don't know where I'm getting off being such a smartass, but I kind like it._

"I didn't know you had such a smart mouth, Parker. What are you doing here?"

"Um…well, I'm talking to my friends Flash. What are you doing?"

"I mean what are you doing at my party. Don't you remember what happened last time you decided to show your face outside of school?"

"Notice, Eugene, how I said I was talking to my friends. Believe it or not, I'm not here to see you."

Flash suddenly looked angry. He hated to be called by his real name. He shoved Peter backwards down the porch steps and into the backyard.

"Well that's too bad. Because now that you're here I'd love to see a lot more of you." Flash started to close in on Peter, and a crowd of students began to form in the backyard.

"Hey Flash, give it rest man," Harry pleaded with him.

"No not this time, Osborn. Parker's gonna learn how to be a good party guest. I've been thinking about this for a while."

Peter was surprisingly not worried. Ever since his head began buzzing everything seemed to move in slow motion to him. He felt strong and athletic, and the even the prospect of a beating from Flash did not scare him.

"Sure that's fine. As long as you let me teach you to be a gracious host." _Oops. He actually looks pissed now. I hope this doesn't backfire on me. _

Flash then lunged at Peter, sending a flurry of fists in his direction. Peter dodged them with ease. He was almost too amazed at his newfound speed and agility to evade the strong kick Flash sent at him, but he then instinctively snatched his leg and tossed him to the ground.

"Knock it off Flash. You're being an asshole. And you're making your guests bored. That's no way to treat them," Peter scoffed at him. He hoped his mouth wouldn't get him into trouble, but he couldn't help throwing a few verbal jabs at the bully.

Flash got to his feet, grabbing a wooden baseball bat from the ground as he did. "Peter!" Gwen shouted, very concerned.

_Whoa, a bat? That's not cool. He must be really serious._

Flash coiled his body and swung with full force at Peter. The crowd of assembled students fell into an uncomfortable silence. Flash unloaded and Peter merely held up his forearm, watching as the bat split in two among impact.

_Okay, now I know something weird is going on. I better not stand here though I have to defend myself._

Everyone stood in silent shock at what they all just witnessed. Flash Thompson just broke a bat across Peter Parker's arm, and Peter didn't even flinch. Flash stopped, with a look of utter confusion on his face. After a moment Peter snapped out of his amazed stupor and sent a fist into Flash's chest. The punch sent him flying back nearly the length of the entire backyard. Flash curled up on the grass, releasing a cry of agonized pain.

"Parker you freak! What the hell was that?" Flash said in between bouts of coughing. Peter looked at all the students present, each of whom all appeared as confused as Flash. Harry started towards Peter, but before he could say anything Peter ran into the house and sprinted out the front door. He didn't want to be there any longer.

_Flash is right. What the hell was that? I've never been able to do any of that. The speed…the strength. I'm not just hitting puberty am I?_

As Peter began his walk home he searched his mind for all possible explanations of his new abilities. There was almost nothing he could think of that could explain such a drastic display of physical power. Then it hit him.

_Wait…that spider. It bit me. And it was glowing the same color as Octavius' fission reaction…no way. That's something straight out of a comic book. But still…the muscles, the agility. I didn't have any of that before this morning. What if that spider got infected by the radiation. Wait a minute. Could that be why Octavius' experiment failed? Something like a spider could be enough to destabilize a reaction like that. But…I can't actually have spider-powers, could I?_

Peter ran down an alleyway where he could be seen. After surveying his surroundings, he nervously sent his fist straight into the side of a dumpster. He was astonished to find that the steel dented beneath the force of his punch.

_Oh wow. I'm really strong. I wonder what else I can do?_

Peter turned his attention to the brick wall behind him. "Spiders can crawl on walls," he said to himself. "So if this is actually happening, then I should be able to also."

He extended his finger tips to the wall and planted them there. Taking a deep breath, he placed his other hand higher up on the wall and felt a suction-like sensation spread through his hands. He tried to remove his hand from the wall, but found that he couldn't.

_I stick. Holy shit, I stick. I feel like this should freak me out more. But this is...pretty freaking awesome if you ask me._

Peter let out a loud shout of excitement and continued up the wall. For the remainder of the night Peter played around with his new abilities. He had made his whole neighborhood a playground. He leaped and bounded across the Queens rooftops as a strange rush of power and excitement came over him. He felt like a new man indeed. As he headed home he wasn't sure how he was going to sleep. The thought of having super-spider powers scared him. But it was a good feeling. A feeling of anticipation and new things to come. He knew this marked the beginning of a new Peter Parker, and that this was the first day of the rest of his life.


	7. Laying Foundations

_August_

_Thursday, 10:32 P.M._

Peter Parker looked down at the stack of bills that was just tossed his way. "Nice costume," said the match promoter to Peter. He was a short man in his late thirties with slicked back grayish hair. He reminded Peter of someone he had seen from a mob movie. They stood in a cramped, dimly-lit office of a seedy arena on the west end of Manhattan. Peter looked at the man somewhat suspiciously.

Peter had been busy over the last day and a half. Discovering his unique newfound abilities had given him somewhat of a new hobby. He was convinced that he acquired his new strength and agility from the spider bite he received only a few days prior. Whatever the cause was, he was certainly not going to complain, as his recently developed physical abilities amazed him. He had never felt so good about himself. Determined to test the limits of his new skills, Peter had spent the entire previous day working out at a warehouse a few minutes from his house. He thought what was happening to him was incredible. Never before had he been able to jump so high or move so quickly. He had the grace and athleticism of an Olympic gymnast, and the strength of a bodybuilder. What was even more amazing to him was that he got even better with practice. He was doing backflips and handsprings within ten minutes of exploring his powers. While he once struggled to do twenty pushups in gym class, he could now do a hundred in only a minute. He was lifting heavy warehouse boxes over his head and throwing them some thirty or forty feet. The more he worked, the faster and stronger he got. Peter was in disbelief. But his shock and awe was surpassed only by his desire to get better. He was officially hooked. The act of sprinting up a wall and springing off of it only to land gracefully on his feet was a huge rush. Being able to bend steel with his bare hands was intoxicating. Peter loved the changes he was undergoing, and was determined to see exactly how skilled he could become.

So when he came home from his workout and saw an ad online for an amateur wrestling tournament his eyes lit up. It was the perfect opportunity for some practical application. He figured that since he was able to handle Flash with relative ease, a wrestling match shouldn't be too difficult. Especially given his almost unnatural strength and speed, Peter welcomed an opportunity to show off a bit and impose his will on someone else. The promise of a thousand dollar cash prize for the winner didn't sound so bad either. Peter had been strapped for cash as of late, so he thought of this as an opportunity to kill two birds with one stone. He spent the whole night locked away in his room working on a costume. He outfitted himself with a lightweight navy blue body suit and tights, with a red ski mask to go with it. It was crude, but it served its purpose. He even developed a pair of wrist gauntlets to fire a webbing-like substance to use as weapons. His scientific expertise had come in handy, allowing him to create these web shooters, and he had made a complete mess in his room testing them out. He was intent on fully embracing his spider-like persona, and he wanted to put on a show while winning some cash at the same time.

Peter flipped through the stack of 20's the match promoter had just handed him. There was only two hundred dollars. The ad said the top prize was a thousand, and Peter ran circles around the only person he had to face. He had played with him at first, jumping from end to end of the ring while shooting his opponent with web after web. Eventually though Peter decided to pin him and did so with ease, much to Peter's excitement. The goon seemed to move in slow motion to Peter, and he had seen nearly enough action movies to have some idea as to how to take someone down. The crowd loved it. They even declared him the winner in front of everyone. Peter was outraged that he hadn't gotten what he earned.

"Is that it?" Peter asked.

"Yea, kid, that's it," the man shot back. Peter thought he had scumbag written all over him.

"The ad was for a grand," Peter said angrily.

"What ad, wiseguy? Look, there were two competitors. You, and the uhh…the other guy," he said dismissively, pointing off towards the ring. "So for that, take your two hundred and get lost."

"That's bullshit," Peter calmly said, although his face was hot with outrage.

"Look kid, does it even look like I got a thousand bucks to give you? Get the fuck outta here!" he shouted at Peter.

At that instant the office door burst open and a man of average height and build came striding in, his eyes fixated on the match promoter. He wore a black leather jacket with a black shirt underneath and dark jeans. On his head he wore a black beanie with a skull with a crossbones insignia printed on it. He stood in front of the desk and tossed a black bag at the promoter.

"Put the money in the bag, Joseph," the man said as he glared at him.

"Look, would you give me a second."

"Don't fuck around with me Joe! I'm on a tight schedule tonight and I am not going to be late again!"

The man sighed and turned towards Peter. "Kid, I'm serious. Get the hell outta here now."

"But what about my money?" Peter said nervously.

"I said fuck off!" Joe shouted back.

Peter was still angry but knew that he didn't want to be around whatever business these men were doing. It was already bad enough that he had even walked over to this side of town. Of course, there was no way he was going to have his Uncle Ben drive him there. Peter had neglected to tell his uncle that he would be competing in some shady wrestling tournament, instead asking if he could hitch a ride to the library to work on his paper for Dr. Connors. He and his uncle had agreed to meet back there at 11 anyway, so Peter decided to cut his losses and reluctantly left the office. Inside, the two men continued.

"Alright, take it easy. Let me just get the cash, don't worry," Joe said to the man. He reached underneath his desk and took out several stacks of hundreds.

"Yeah, and make sure you count it good, Joe. Tombstone would hate to have to explain to your father why your body has no head, because his idiot fucking son apparently couldn't put it to good use," he said threateningly.

"Yeah, yeah, just relax. I've got more than enough here."

"More than enough? Well in that case, I'm sure you won't mind me taking some interest for the big guy, huh?" As he taunted him he brandished a pistol and smacked Joe across the face with it. He filled the black bag with all of the cash and sped off out of the office. Joe struggled to his feet and ran after him, shouting.

"Hey asshole, come back with that money!" His demand was in vain, as the man raced down the hallway towards the wresting ring. Joe spotted Peter walking down the hallway and yelled for help.

"Hey, kid, grab that guy. He stole my money!"

Peter had heard the entire exchange but had not yet turned to intervene. He had nearly walked the entire length of the hallway before he turned around to face Joe. He glanced quickly at the man getting away with the bag of money before directing his focus back to the match promoter. "Thanks, pal," muttered the robber as he ran past Peter and out the arena. Peter stared at Joe with hateful eyes.

"I thought you didn't have any money," he said coldly, before turning and following the robber out the door. He smirked to himself as he left, not caring one bit about that scumbag's money.

_10:46 P.M._

Curt Connors flicked off the light at his ESU laboratory after a long day at work. He had gotten to the lab at eight that morning and hadn't been home since. He gave one last look at his lab before heading out. As he passed through the double doors he was greeted by a tall shadowed figure.

"Heading home, Doctor?" asked the man. He stepped forward into the light. Connors recognized him as Norman Osborn.

"Mr. Osborn," Connors said, surprised. "Yes, it been a long day I'm heading home."

"Please, call me Norman," Osborn said sweetly. "I was hoping doctor, before you do go home, if I could take a moment of your time." Osborn took another step towards Connors, but he was unfazed.

"What is it I can do for you, Norman," Connors said. He was on edge around Osborn, knowing he had a reputation to be an intimidating man of sometimes questionable business dealings.

"Curt, I wanted to tell you about an opportunity I have," Norman said. "You know OsCorp is opening a new genetics building downtown in November."

"Yes, that's wonderful. Congratulations, Norman."

"Well I should be saying the same to you, Curt. I want you to be my head geneticist."

Connors stopped and paused. He had of course heard about Osborn's new labs that would open in a few months. He had also heard rumors among colleagues for several weeks now that Osborn wanted Connors to head the research. Connors, however, was reluctant to get into business with Osborn. He had concerns as to what some of their research would be going towards. This, along with Norman's lost investment in Otto Octavius, gave Connors cause for concern.

"Well, Mr. Osborn that's very thoughtful of you, but I'm happy at ESU."

"I wouldn't call it thoughtful, Curt, so much as I would smart. You're one of the country's best and brightest. Why wouldn't I want you? Think of what we could do together."

But Connors had thought about what they could do together. That's what scared him.

"Norman, that's kind of you. But I enjoy my position with ESU. I want to teach these students," Connors said nervously. Even though he was trying to back Osborn off, it was true that he loved his job at ESU and sincerely enjoyed working with his students.

"Curt, a scientist of your caliber could really use the funds and technology that OsCorp could provide you."

"We're able to do plenty with the college grants we receive, Mr. Osborn. Besides, it's not about the money for me."

Norman took another step towards him. He was growing increasingly frustrated with Connors' refusals. Osborn had grown weary after the accident at OsCorp, and his every waking moment since then had been consumed with thoughts of losing his company. He had lost a fortune on Octavius, and was becoming desperate. He had counted on Connors wanting to take the job, as he was eager to get access to his notes and various projects. Norman had been interested in one line of research in particular.

"No, Curt, of course not. I didn't mean to suggest that. I just thought that it would be a shame for some of your research to…go to waste," he said, glaring at the doctor.

Connors gave Osborn a confused look. Norman continued.

"Of course, if it were controversial enough, then perhaps it would be best for it to be kept in the dark," said Osborn. He was becoming increasingly more menacing.

Connors look of confusion turned to one of anger. He knew what Osborn was alluding to, and was both outraged and insulted that he dare reference it. Norman Osborn had a reputation in the corporate world for making extensive use of corporate spies. Through this intelligence Norman learned of an experimental growth serum that Connors had been working on. The controversy surrounds the serum's use of reptile DNA. Connors was not sure how Osborn could know about the research, as he had kept it a close guarded secret ever since his son lost his arm when he was five. Connors was driving home with his son Billy one night during a rainstorm several years ago. When a car cut them off, Connors had swerved off the road. In the resulting accident, his son lost his right arm. The doctor felt an enormous guilt since that night, and promised to find a way to give his son his arm back. He kept his work a secret for years, however, because of the controversial nature of mixing DNA of different species.

"You son of a bitch," Connors said to Norman. "If you had any idea what that meant to me you wouldn't dare bring that up."

"Oh, but Doctor, I do," Norman said. "Don't insult me. I've seen your son. It didn't take much thought to figure out why you'd be developing a growth serum. I know exactly what it means to you. I have a son too. I couldn't imagine…well, nevermind. But the point is, we can do great things together, Curt. I can help you give your son his arm back."

Connors was tempted only for a moment. It was enticing, as he imagined what he could do with the resources OsCorp had. But he wouldn't give in to being blackmailed. He wasn't raised to do business with men like Norman Osborn, even if everyone else did. Curt Connors was a better man then that.

"No thank you, Mr. Osborn. Now I must be getting home."

Osborn stuck out his hand and stopped Connors. He stared him right in the eye for a moment. "No one says to me, Connors."

"So I've heard," Connors replied. "But if you think you can intimidate me into working for you, then you clearly don't know who you'd be getting into business with. Good night, Norman."

With that Connors brushed past Norman and walked toward the parking lot adjacent to the lab. Osborn turned and watched as Connors got into his car and drove off, seething with frustrated rage. He had been used to getting what he wanted in his business ventures. This week had not been kind to him. The thoughts of losing his company tortured him. Connors had been his last hope.


	8. Spider and the Fly

_August_

_Thursday, 11:37 P.M._

Peter was walking from the arena now at a brisk pace. He was late to meet his uncle at their arranged pick-up spot, and he preferred to not have to explain where he had been if not at the library. He was nearly coming to the intersection when he noticed that there were several ambulances posted outside of a convenience store. Crowds of people began to gather around the intersection get a look at what happened. Peter walked closer and spotted his uncle's car parked at the corner. His uncle was not inside. Peter suddenly felt a terrible feeling come over him and rushed to the scene. He feared the worst, but prayed that he was just being paranoid. He pushed and shoved his way through the crowd until he came to the front entrance of a convenience store. Police and paramedics swarmed the place. Peter got the attention of one of the officers.

"Excuse me, what happened," he said anxiously.

"A man was shot. Step back sir," the officer replied. Peter shifted over so he could see into the store. His heart sank. He was not being paranoid. His worst fears were confirmed as he saw his uncle's body lying there in the middle of the store. There was blood everywhere. Uncle Ben was already dead. Peter eyes welled up as he thought to himself that he wasn't even there to say goodbye. He stood silently, unable to move as he slowly become more and more overcome with emotion. He then turned his attention towards the conversation taking place nearby him

"The man, he tried to stop him. This guy, he was waving a gun in my face and…and I think he was gonna hit me with it. He reached his arm back, but the guy grabbed him and got shot," said a man to a police officer. Peter almost laughed when he heard his uncle died trying to help. That sounded so much like him. Peter wasn't surprised at all.

"The guy, he ran out and got in his car. He parked the thing on the sidewalk, literally right in front of the store. Big black SUV with tinted windows. I ran out after him. The guy ran over that newsstand and sped off uptown."

Peter had heard enough. Whatever grief he felt was replaced by anger. He wanted to explode. There was no way he was going to let the police take the guy who killed his uncle. Peter wanted to get him first. Remembering he was still wearing his wrestling costume under his clothes, he sped off away from the scene and ducked into an alley across the street from the convenience store. He looked back one last time to see the paramedics put his uncle's body into an ambulance. Peter threw his bag to the side and tore his street clothes off, pulling his red ski mask out of his pants pocket. Pulling the mask over his face, he turned to face the wall next to him and jumped onto it. He climbed to the top and pulled himself over. He then began a full sprint down the rooftop, flying off the building's edge to the adjacent roof. Peter continued his sprint across the rooftops until finally he spotted the car he was looking for on the street below. It was an all-black SUV, and it was driving aggressively. Peter knew it had to be the one. He wasn't going to let it get away. But the car then took a left at the fork ahead of it and sped off away from the building Peter was standing on top of. He stared intently at it as he desperately searched for a way to follow the car. There was no way he would be able to keep up with it on foot. He then looked down at his hands, focusing on his web shooters. He stared at them curiously. He hadn't initially designed them to be used for transportation. He intended to use them primarily as weapons. But as he stood atop the building, watching the SUV drive off, he wondered if he could use his webs to swing from roof to roof.

_I'm certainly high up enough, so the trajectory is good. And the webs…I mean, they will theoretically hold, so it's probably safe. I'd just have to aim right and…hold on I guess. I don't have a choice. That car is getting away. _

Peter held out his wrist and anchored a web line to the corner of an adjacent building.

_Here goes nothing._

Peter jumped off the roof and held on for dear life. The web line tightened and pulled Peter straight towards the building ahead of him. Peter jumped off and flew through the air. He gazed at his surroundings as he slowly plummeted back towards the pavement. He instinctively shot out another web to a building above him, and again began to swing forward. Just as Peter had quickly become used to his new strength and agility, it did not take long for Peter to efficiently swing across the street in pursuit of his target. It wasn't entirely graceful, but it served its purpose. He had become used to the careful rhythm of the swing, release, and shoot action. Peter intended to practice it some more, as he had with his other abilities, as soon as he was finished with his business tonight. He was not going to let the killer get away, and he slowly was gaining on the SUV until he was swinging right over it. He adjusted quickly as the car turned towards the waterfront. He perched himself on a roof that stood across from the river, and watched as the car pulled behind a fence that surrounded a warehouse stationed right on the docks. Peter could vaguely make out the figure of someone getting around of the car and running inside. He swung over to the warehouse and found a hole in a wall big enough for him to crawl through. He roamed around inside, quietly searching for the man. He knew he was the one. Only a guilty man would come to hide at a place like this. Peter searched for what seemed like hours, his anger and frustration growing. He was determined to find him.

At last, he crawled through an air vent and found himself in a sealed-off section of the warehouse. He heard voices coming from below him.

"You guys, I wasted this fucking old guy. Poor dumb bastard. I went to go smack that shmuck at the store and he grabbed my arm," the killer said to a group of three other men gathered around a table. They sat in a large-dimly lit room. The only doors were a garage door on the back wall and another door to the left. Peter noticed a shotgun and several grenades sitting on the table. Peter could not make out what the killer was wearing, and snuck out of the vent and onto a beam that ran across the ceiling. Wanting to get closer to the conversation, he nmounted himself underneath the beam and slowly descended upside-down on a single web line.

"Yeah, but did you have to shoot him? I thought the boss said he didn't want a wet job?" said another thug.

"Don't worry about the boss, I know how to handle him," the killer replied.

"Don't worry about the boss. You've got to handle me first!" Peter shouted. He released his grib on the web and landed on the table the men surrounded. Crouching down, Peter could only make out the figures of each man as they were covered in shadows. Peter turned towards the killer's direction and swung his leg at his torso. He was sent flying back. Peter watched as he struggled to his feet and held out his pistol, firing off several shots. Peter gracefully leaped and bounded out of the way, but was grazed in the thigh by a stray bullet. He fell to the ground, more in shock than he was in pain.

_Oh my god. I just got shot. What the hell am I doing? Oh wait; I'm catching this son-of-a-bitch. That's what I'm doing. _

Peter was too angry to be affected by the pain. As he staggered up the killer took off for the door. He sprinted through and headed up a set up stairs. Peter watched him as he struggled to his feet, before hearing the loading of the shotgun that was on the table behind him. Peter spun around to face the remaining three thugs. He had almost forgotten about them. He instantly shot a web towards the shotgun and yanked it back towards himself. Then, attempting to intimidate the men, he proceeded to break the gun in two over his head. One of the thugs picked up a chair and charged at him. Peter shot a web at his feet and yanked them out from under him. The chair flew out of his hands and Peter caught it in mid-air. He smashed the it into a second charging thug, sending him flying over the table. Peter followed him, leaping over the table and ducking under a punch thrown by the third man. Peter returned with a right hook of his own, smashing the side of the goon's face and sending him toppling head over heels. Peter's spider-sense then kicked in, indicating to him that the final thug had gotten to his feet and was coming at him with a knife. Peter leapt into the air and turned to kick him in the chest, propelling himself off and driving the man into the ground. With the three men dispatched, Peter made for the door the killer ran through and zipped up the stairwell. Arriving at the top floor of the warehouse, Peter cautiously entered a large room filled with many boxes. A single light hanging from the ceiling was all the illuminated the room. Peter jumped atop a pile of boxes to better scan the room. He could hear the killer in there somewhere. All he needed to do was find him, and Peter knew the rest would be history. He jumped up and crawled along the ceiling, scanning the room for any trace of his uncle's killer.

Down below, the killer shuffled nervously along the boxes the filled the room. He didn't know what was chasing him, but he heard what it did to the other guys, and he was very afraid of it. Realizing his pistol was still empty from when he fired it before, he ducked behind a crate to reload. Peter's eyes darted over to the direction of the sound.

_You just gave yourself away you moron. You're mine now. You're dead._

Peter jumped on top of the crates by where the killer was hiding. He stalked him silently as the killer shuffled in nervous panic. He never saw Peter coming. Peter crouched down before leaping off the boxes and diving headfirst into the man's back. They briefly rolled on the ground before Peter pinned him and threw his gun from his hand. He was still unable to see his face in the darkness. Peter raised his fist to strike him, but was caught off-guard when the killer reached into his pocket and dropped out one of the grenades that Peter had seen earlier. Peter shot up from the ground and was blinded by an intense bright light from the flashbang. His ears began to ring and he could barely see, as everything was now a blur. The killer, taking advantage of the confusion, staggered to his feet and brought both fists down on top of Peter's head. Peter was knocked off balance and fell to his feet, still disoriented. The killer got to his knees looking for his pistol. The room was illuminated from the intense afterglow of the explosion. Peter soon felt a searing pain in his thigh. That grazed bullet wound was beginning to take its toll on him. He grasped his thigh. He felt his blood on his hands. He stopped and wondered to himself.

_I'm Peter Parker. This is ridiculous._

Peter then immediately snapped back into focus, feeling something pressing against his head. He looked up and was staring straight down the barrel of the killer's gun. He could see very clearly now, as the room was still glowing bright white. He almost couldn't bear to look up. Part of him wanted it to end. The pain in his leg was nothing compared to the pain in his heart. Uncle Ben was gone. Shot dead in cold blood. Peter's guilt began to overwhelm him now as he knelt before his uncle's killer, seemingly powerless to do anything. He slowly looked up to bring his eyes to the man's face. He felt pathetic, like a dog waiting to be fed. Then, he felt a sudden jolt through his body, and his heart seemed to burn white hot. He was looking at the beanie the man was wearing. It had a skull and crossbones insignia on it.

_No…that's the crook from the arena. The one I let run right past me._

Peter suddenly felt as if a million needles were penetrating his skin, and his hair began to stand on end. The tragic irony was so shocking to him. His guilt was now replaced by extreme rage. But it was not towards the killer. He felt it towards himself. He alone felt responsible for his uncle's death. He knew he had the power to stop it, but he did nothing.

_I let my uncle die. _

Peter was about to get violent. He clenched his teeth as he began to breathe heavily. He felt ready to explode with anger, and he was going to take it out on this man. Peter had never wanted to kill anything until now. His furious heartbreak over his uncle's death gave him an intense thirst for vengeance. He was going to avenge Uncle Ben. The killer's gun then clicked, and Peter brought his gaze back to the barrel. The killer smiled.

"See ya, dude."


	9. Birth of a Hero

_August_

_Friday, 1:05 A.M._

Peter's head began to buzz again. He wasn't sure what it was, but he had figured out enough to know that meant danger. In a flash he hit the ground and swung his foot into the killer's hand. His gun flew to the side and there was a loud bang. Peter had just barely avoided being shot again. Peter put his weight on his hands now and shot his other leg straight back into the killer's stomach. He staggered backwards as Peter sprang to his feet. The killer now looked up in horror as Peter continued towards him. He sent a flailing right cross towards Peter, but he blocked it easily and delivered a haymaker of his own to the killer's jaw. There was a sickening squishing sound, and Peter saw the killer's mouth begin to gush with blood. He had hit him hard. The killer then fumbled into his leather jacket and brandished a knife. Peter continued to close in. He was ready for anything. He felt unstoppable while fueled by the vengeful rage that coursed through his body. The killer swung the knife at Peter, but he was much too quick. Peter ducked below it and sent a fist into his rib cage. Peter winced slightly at the muffled sound of bones breaking beneath the killer's jacket.

_Spider-strength packs a hell of a punch. This guy's gonna have some serious internal bleeding. He'll be lucky if that's his only problem. _

The killer gasped desperately for air as blood poured down his face. He spat out several teeth and clenched his stomach, barely able to stand. Peter looked up and saw a pipe running over him. Grabbing it, he pulled his feet up and sent them squarely into the killer's chest. He flew backwards and crashed into several crates lining the wall, slumped over. Peter's eyes never left the killer's face as he continued to close in. He hated this man so much, but he hated himself even more for not stopping him when he first had the chance. The man was going to pay. As Peter slowly approached him, he wondered to himself just exactly how much punishment he was going to inflict on this man.

_He killed Uncle Ben…I can't let that pass. I want to kill him. I want to stand over him and watch the life leave his eyes…but can I really do that? Peter Parker isn't a murderer is he? Hell, it's strange enough that I'm here right now all dressed up. Can I really murder this man in cold blood?_

The killer slowly struggled to his feet. "Please…I give. No more, please," he said to Peter. He sounded so pathetic. Peter would have loved nothing more than to put him down like the dying animal he thought he was. But he did not have the chance to decide the man's fate. As Peter got closer he forced the killer along the edge of the wall underneath a large windowpane. The rotting wooden floor soon gave out from underneath him, and the killer was sent plummeting some thirty or forty feet below. Peter gazed down the hole in the floor and found the killer's body. His body laid there motionless. He was dead. Peter stood there indifferently, trying to comprehend what just happened. He stared at the killer's body for what seemed like an eternity.

_Why don't I feel any better?_

Peter was frustrated at his lack of closure. His uncle's murderer was dead, yet he felt no better. The hole in his heart left by his uncle's death still remained, and Peter pondered if his frustration remained because he didn't personally execute the man.

_I don't know if I could have done it. Could I have saved him? Did he deserve to be saved? _

Peter stood there, bathed in moonlight. He mourned for his uncle, but could not shake the feeling that he caused his death. Tears were streaming down his face, but soon rational thought returned to him.

_I'm not a murderer…that's not who Uncle Ben raised me to be. He wouldn't have wanted revenge. What kind of honor would that give his memory? Man…how many times would he tell me with great power comes great responsibility? That was like, his favorite saying. I had the power to stop this man, and I didn't. I'm sorry I let you down, Uncle Ben. It's not going to happen again. If I have the power to protect people like you from murderers like him…that's my responsibility. No one can do it but me. Great power…great responsibility. It's what he would have wanted._

Peter took a deep breath and exhaled slowly. He had finally calmed himself. He took one final, solemn look at the killer's body before swinging out the warehouse window. He enjoyed a cathartic swing back to his humble home in Queens, and he greeted Aunt May with open arms and a mended heart. He had found a way to come to terms with his involvement in his uncle's death. The knowledge was still painful, but it was bearable. The pain he felt now gave him a purpose for the first time in his life.

_3:43 A.M._

George Stacy fumbled in his pocket for the keys to his home. It was very late, and all he wanted to do was sleep. He had not had a particularly good night. He unlocked is door and opened it slowly, careful not to make too much noise. He locked the door behind him and wearily shuffled through his living room. Turning into his kitchen he was startled to see his daughter, still up and sitting at the table.

"Gwen, honey it's late. What are you still doing up?" he said curiously to his daughter.

"I couldn't sleep, dad."

"Well, sweetheart, I know it's summer and everything and kids your age love to stay up late, but you think maybe with school starting soon you should get on a normal sleeping schedule?" He was only slightly annoyed. The stressful day he had at work had put him on edge.

"Dad," Gwen said softly. "I saw on the news…Ben Parker was shot." Her eyes began to well up.

"Uh…yea, honey. He was an older guy. It's too bad."

"Dad, I know his nephew, Peter. He goes to school with me." Tears began to stream down her face. George Stacy's looked up at the ceiling in defeat. A long day at the office was nothing to him compared to an upset daughter.

"Oh, geez. Honey, I'm sorry. I didn't know that. Are you friends with him?"

"Yeah, he's friends with me and Harry."

"Sweetheart, I'm sorry. I was at the scene. It…it really is too bad. But tell your friend Peter, if it's any consolation, we got the guy." Gwen's eyes lit up.

"You got him?" she whispered.

"Well…sort of," he said, pulling out a chair and taking a seat at the table. He and his daughter had always shared a special tradition of discussing police work. Gwen found it fascinating. George Stacy used it more as a coping mechanism.

"See, we got a tip that this guy was driving some all-black SUV. We do some sniffing around, and eventually we find the car parked at some warehouse up by the docks." Gwen leaned in, listening intently.

"So we go inside and we bust the place up, you know, pretty standard procedure," he explained. Gwen nodded.

"And so we find we find these three gang members inside and they're out of commission. Someone really tuned these guys up. I mean he put a beating on them…cracked skull…broken sternum…it was messy. But then we find another guy, except this one is dead. Broken neck. He was slumped on top of some floorboards. You look up, and there's this huge hole in the ceiling. I'm guessing he fell through. I mean this building we were in I think might have been condemned. Anyway, we I.D. the body and it turns out to be our killer. Mystery solved, right?"

Gwen stared at him silently. She wasn't sure what to make of what her father was telling her.

"But I'm not so sure," he continued. "We took a better look at the body. This guy took a worse beating than the other guys. He's missing teeth, he's got broken ribs. This guy's a mess too. What I'm wondering is who the hell put this kind of beating on four gang members? And I don't think they did this to each other, the crime scene just doesn't pan out like that. I mean, I don't even think those guys could do that kind of damage to someone. You know what I mean? Whoever did this either has training, or…" he paused as he searched for an answer.

"Is very strong," he said finally. "I don't know how else to describe it. I mean, Gwen…the shape these guys were in. It's very strange. Especially considering it all took place the night another man was murdered." George Stacy stopped and stared off. His mind was racing as he tried to understand what was going on.

"C'mon. It's late. Let's go to bed," he said to his daughter. He needed sleep more than anything else. As far as he concerned, it was a mystery that could wait until the morning.


	10. Crime and Punishment

_September _

_Friday, 12:35 P.M._

Peter sat at the lunch table in the cafeteria of Midtown High as he anxiously awaited the end of the school day. He had enjoyed a relatively low-key first week of school. His found most of his classes to be a breeze, and he enjoyed the increased time he had been spending with Harry and Gwen. However, his mind had been preoccupied for most of the week with thoughts of costumed crimefighting. Since confronting his uncle's killer just a week ago, Peter had felt motivated to continue his vigilante work and go on routine patrols. The new purpose he felt he had distracted him from his usual habits. He began spending more and more time locked away in his room, fine-tuning his web shooters and even working on a new costume. If he was going to make a habit of fighting crime late at night, he would have to upgrade from the modest navy blue tights and red ski mask he had previously worn. It took him several days to stitch together a new suit, but he had recently just completed it and thought it was magnificent. He kept the same red and blue color scheme and even got creative by putting a large black spider symbol on his chest. He wanted criminals to remember who he was. But Peter's strange hours and routine had caused some concern from Aunt May. She just assumed that her nephew was still reeling from Uncle Ben's death. It had been a very solemn couple days in the Parker household, and even May was still struggling to cope with the loss of her husband. But her grief for herself was outweighed by what she felt for Peter. She could not even imagine how Ben's death was affecting him, especially since Peter already had lost his parents. Despite her concerns she chose to let him be and give him the space she thought he needed for now.

Harry and Gwen also noticed a slight change in Peter as of late. Ever since the incident at Flash Thompson's party they were quick to notice differences in his attitude and demeanor. Peter never had an outburst like that before. To them he seemed distant, but they also assumed he was just struggling with his uncle's death. But they were good friends, and they cared very much about Peter. They too chose not to press the issue of Peter strange behavior, instead choosing to just be there for him if he needed the support.

"Hey, Pete. What do you got going on tonight?" Harry asked from across the table. He and Peter sat at the end of the cafeteria table several seats down from some other students. By now everyone had heard about Peter's fight with Flash and the other students were hesitant to approach him. Even Flash's gang failed to deliver their usual torments to Peter.

"Not sure. Might just hang out at home, honestly," he replied. Peter was not in the mood to go out with Harry. His thoughts were consumed with his alter-ego. He had spent a couple nights swinging about his neighborhood, getting more of a feel for his powers. But that was the only practice he had gotten. Peter was itching to find some action.

"Well, if you want you can come over to my place and hang out. But if you want to be with your aunt that's okay. I understand."

"Harry, I know we haven't really talked about this…just because it's a sensitive subject I'm sure for a lot of people," Peter started. Harry looked at him curiously.

"But I'm fine. I promise. What happened really sucked…a lot," he said, looking down.

"But my aunt and I are working through it. It's alright man, really."

Harry flashed a big grin. "Good. I'm glad things are getting better."

The two were soon joined at the table by Gwen. Peter shifted in his seat nervously as she took the seat across from him. Gwen Stacy was still the only thing that managed to distract Peter from his thoughts of web swinging.

"Hey you two," she said sweetly. "What's the word? Any plans tonight?" she said as she looked at Harry and Peter.

"Pete and I were just talking about maybe coming over to my place," Harry said. "But of course the mystery man might be up to something else," he said teasingly towards Peter.

Peter laughed nervously. "I mean…nothing's really a mystery. I might just take it easy. It's been a hell of a week."

"I'm sure," Gwen said softly. Peter blushed as she stared at him sympathetically. There was an uncomfortable silence and Harry looked at the two of them staring at each other. He covered his mouth with his hand as he smirked. He had wanted so long for Gwen and Peter to get together. He saw Gwen as a sister and the perfect girl to help his best friend branch out.

"I mean, I'm sure it has been a rough week," said Gwen, breaking the silence. "You must be awfully tired Peter Parker." Peter was confused, as he wasn't sure what she was getting at.

"Hitting the weights so hard and everything," she then said. "Don't think I didn't notice that muscle," she said playfully. Harry laughed.

"Yeah, man. You're looking pretty ripped," he said. He then leaned in closer so only the three of them could hear. "I know we've been kinda beating around the bush about this but…is that how you managed to kick Flash Thompson's ass?" Peter and Gwen laughed.

"Oh, man. I don't know," Peter said, laughing. "I think Flash got what had been coming to him."

"There you go, Pete!" Gwen said as she playfully slapped his arm. Peter's eyes met hers and he felt a chill go down his spine. After another awkward silence he excused himself and got up to go to the bathroom. Harry turned to Gwen with a huge grin.

"Oh, would you stop?" she said, laughing.

Peter sat in the bathroom stall. He opened up his backpack and took out his webshooters.

_Let me make sure these are calibrated properly. Gotta love multitasking._

His focus was broken when he heard the bathroom door open and two boys walk in. One of them lit up a cigarette. He was a new student and Peter didn't know him very well, but he had a feeling that he was trouble.

"Hey, dude. Don't smoke in here. We're gonna get caught," the other student said. Peter recognized him as Randy Robertson. Peter had a quiet respect for Randy because he was always very nice to Peter, despite normally rolling with Flash and his goons. Peter kept quiet and listened in.

"Relax, man. They wouldn't do anything even if they did catch us," the new student said.

"Alright, just…what did you want to tell me?" Randy asked. He sounded a little nervous.

"The big deal going down on 125th tonight. You want in?" Peter suddenly was very interested.

_I knew this guy was a jerk. He's got trouble written all over him. Why does Randy hang out with these guys?_

"Dude…I don't know. It sounds pretty intense. My dad would so not be cool with that."

"Who said your dad's gotta know, square? Just tell him you're going to…fuckin' Flash's or something, I don't know. Look, listen. When I say 'big deal' I mean big. I'm talking commish in the double digits, homie."

Randy laughed. "Yeah, you know I love that commi-shun."

"Seriously, bro. This is the one. Besides, I know a guy. He's a real big shot. He's gonna be running the whole operation. The guy's a legend man, I'm telling you. No one fucks with this dude. So we're set. He'll take good care of us. Get in, get out, and you're back before curfew."

Randy paused and rubbed the back of his head in thought. "Okay…sounds good. Pick me up at my house and we'll head over."

"Yes! Robertson, you're the man! Eleven o' clock. Yes? Sound good?"

"Yeah, man. Sounds good. I'll see you at eleven."

The boys high fived and checked themselves in the mirror before leaving. Peter could hardly contain his excitement. Whatever was going down sounded good, and it sounded illegal. It was the perfect opportunity for some action.

_Yeah, sounds good guys. I'll see you at eleven, too. Hope you don't mind._

_10:50 P.M._

Peter stared at himself in the mirror as he stood in the middle of his room. He was ready. He could feel it. There was an excitement that overcame him like nothing ever had before. He stood in his freshly-sewn costume, holding his mask in his hands. He lived five minutes from the Robertson's, and savored these last few minutes to prepare himself for the night ahead. He wasn't sure what he was going to encounter, but he wanted to be ready. There wouldn't be any mistakes tonight. It had been hard enough to hide his bullet wound from Aunt May. He threw on some street clothes over his costume and stuffed his mask in his back pocket. He headed downstairs to find Aunt May.

"Hey Aunt May, I'm heading out. I told Harry that I would spend the night at his place."

Aunt May turned off the television and turned to better look at Peter. Normally she would not have approved of him going out so late, but she was happy he was getting out of the house and seeing his friends.

"Oh, good. I'm glad. Harry's a very nice boy."

"Yeah, Harry's the man," Peter said.

"And you're alright, aren't you dear?" she asked softly.

Peter went over to the couch his aunt was sitting on a gave her a hug. "I'm fine Aunt May, I promise."

They held their embrace and looked at each other. "Yeah?" Peter asked his aunt in return. She paused slightly.

"Yes. Slowly but surely. Things will be alright. I just…I worry about you, Peter." Peter slightly felt guilty now.

"Don't worry about me, Aunt May. I'll be okay."

"I love you very much, Peter," she said to him.

"I love you too Aunt May."

Peter gave his aunt a final hug and ran out the door. He would need to move quickly. He did not want to miss Randy's ride. It was a quick swing over to his house, and Peter crouched quietly on an adjacent rooftop. Before long a car pulled up and Randy came out. He got in the car and they sped off.

"There's my cue," Peter said. He swung off behind the car, keeping it in his sight while keeping a safe distance. He didn't want to give himself away just yet. He still needed to make sure that the boys were doing something shady. He followed the car across the bridge towards uptown Manhattan. The car turned on 125th and pulled into an alleyway shortly afterwards. Peter perched himself on a rooftop overlooking the alleyway. Randy and the other student pulled their car up to several other cars parked across from three white vans. Several other men were already present. Peter scanned the alleyway, planning out his tactics. He then turned his attention to one of the men in particular. He was wearing a plain back t-shirt, with the exception of a skull and crossbones insignia on the back. Peter eyes widened beneath his mask in shock.

_Are these the same group of guys from the warehouse last week? This has got to be a street gang or something. These guys are definitely up to no good._

"Yo, what's up fellas," said Randy's friend. "This is my boy, Randy. Rand, these are the Crossbones, dude."

_The Crossbones? No doubt one of the premier powers on the seedy streets of Harlem. _

"How's it going guys?" Randy said nervously. He then leaned in close to his friend. "Dude, you didn't say anything about gangs or whatever."

"I told you I know a guy. What did you think I meant? Look, relax man. It'll be cool. It's not like you've gotta join or anything."

"Oh, but son…we'd love to have him," said a deep, gravelly voice from behind one of the vans. All the men assembled came to a halt at once and turned their attention to the man speaking. Peter gasped in shock at what he saw. A very tall and very broad man came into the light. He was a hulking albino man and at least six and a half feet tall. His arms bulged underneath the black suit and tie he was wearing. He had a powerfully frightening presence.

_Whoa…look at this guy. He must be the one that kid was talking about. The one nobody messes with. Yeah I guess he does look pretty nasty. He's pretty huge. _

"Why wouldn't we want young mister Robertson?" the man said. "He comes from a great pedigree. He'd probably serve our operation well." Randy was confused, but he was too afraid of the man to ask questions.

"You two!" he shouted, pointing to Randy and his friend. "Get that garage door open. The rest of you…load the vans," he snarled. "Make it fast. We're out of here in less than fifteen minutes." Randy and his friend struggled to open the door of the large garage that lay at the opposite end of the alley. After much effort, they slid the door up to reveal an eighteen-wheeler parked inside. The large albino man walked over to the truck's cargo hold and flung the doors open. Stacks of what Peter though looked like cocaine filled the truck.

"Leave nothing," he directed.

The men at once began loading the drugs into the three white vans parked in the alley. Peter crept down the side of the building, staying in the shadows while observing the gang. He noticed that more and more of them wore the crossbones insignia. He felt angry again all of a sudden. His uncle's killer was housed by this gang, and now they wanted to deal drugs in the city. Peter was outraged. He wanted to shut them down for good. With the albino distracted in the garage, Peter leapt down from his perch and landed atop a van surrounded by several thugs.

"Hey, who invited you guys to the party," he said sarcastically, taunting them.

Peter looked down at one below him and grabbed him by the shoulder, pulling him up by his arm to eye level.

"Peekaboo!" he shouted.

The thug face turned to one of fear and confusion at seeing this person in red and blue tights before him. Holding him by the wrist now, Peter sent his free fist into the thug's nose. He hit it just right, as it shattered under the extreme force. The man was knocked out instantly. Peter was angry. The Crossbones took his uncle from him. He wasn't going to let them hurt anybody else. He dropped the unconscious thug and flipped off the van and dropped in between two other gang members. Turning to one, Peter shot a web at his chest and yanked him closer. He caught him by the throat and grasped him with both hands. Then spinning, he effortlessly threw him into the thug positioned behind him. The two were sent toppling back into the side of another van. Peter's head began to buzz, and he sensed a thug charging at him from behind. Peter instinctively ducked under the man's slashing knife. Peter spun and shot up to face him. The man brought his arm back and sent his knife straight for Peter's chest. The intense buzz in Peter's head gave him incredible focus, and the thug's knife seemingly moved in slow motion. Without any effort at all Peter grasped the man's forearm and drove the knife over his shoulder. Peter then sent a left hook into the thug's elbow. His arm snapped under the force of Peter's impacting fist. He yelped out in pain and slumped to the ground.

"Oh man…I thought that only happened in the movies. Sorry man," Peter said, laughing.

Meanwhile, in the resulting chaos several of the remaining gang members fled the scene in fear. Randy and his friend took shelter behind a dumpster in the alleyway. Randy was taking pictures of the brawl from his camera phone.

"Okay, I think that's enough," the albino man said to himself. He walked into the garage and picked up a pipe from the ground. Turning back, he steadily approached the scene where Peter was engaged with several gang members.

"I don't suppose you guys are moving sugar packets with those vans," Peter shouted. "No? Too much to hope for? Oh, well."

Peter sprang into the air backwards and somersaulted over a thug, shooting a web at his shoulders as he went. He landed in front of another and yanked the webs in toward his chest, throwing the man to the ground. Another charged at him and threw a left hook at him. Peter blocked it and ducked under a second punch. He swept his leg at the man's shin, and there was a loud crack. The thug fell to the ground, grasping his knee in pain. Peter then sprang up from the ground and onto the man's back. He pulled him up with one hand while still holding the webline in the other. He pulled the web forcefully and yanked the writhing thug on the ground into the one standing before him. He ducked as they were both sent hurdling over him. The albino man made his move. Peter's head buzzed intensely and he spun to face the threat. Before he could react the albino man struck him across the face with a pipe. The impact shot through Peter's entire body.

_Whoa, no wonder nobody messes with this guy. Not only does he look scary as hell, he packs a huge punch._

Peter grasped his cheek in pain. The albino stepped on the back of his leg to pin him, and grabbed his waist with both hands. They were massive. Peter writhed as they gripped into the sides of his abdomen. The albino picked him and swung him around with full force into the side of one of the white vans. Peter's forehead dented the vehicle and the windows shattered under the impact. Peter fell to the ground with a loud thud. As he came to his feet the albino sent his foot flying into his stomach, and his body slammed against the van again. The van nearly tipped over from the force. Peter was gasping for breath as the albino man stood menacingly over him. He had never been assaulted like that, not even by Flash. The man grasped his neck with his massive hand and dragged him along the ground into the garage. Peter had difficulty breathing under the strain of the grip. There was barely anything he could do as the sharp pain in his neck incapacitated his body.

"Chair, get the chair," the albino ordered. "Yo man, which one of those vans had the gas can in it? I can't believe this motherfucker's real."

He pulled Peter up and threw him into a wooden chair being held out by one of the gang members. Peter slammed into the chair and his body slumped. He could feel his wrists being tied together with a rope by the thug behind him. Peter gathered his strength to speak.

"In the flesh, baby," Peter said, laughing. The pain was slowly leaving his body. "Sure hope I don't disappoint."

The albino man paced about the garage before him. Another gang member came running in and handed him a gas canister. Peter took a gulp. He had seen enough movies to know where this was going. Whoever these guys were, they ran with the wrong kind of people.

"You know, when I heard from one of my boys that he and his crew got busted up last week by some dude in a costume, I almost didn't believe him," the albino boasted. "But look at this guy. You're not kidding, man. In the flesh. You know I should probably thank you. I mean, those guys you messed up. Thanks to you I know I can no longer employ them. Bad for business. The bones don't roll like that, know what I mean?" He was taunting Peter now.

"But unfortunately for you, at the end of the day… it's just not good business to keep letting you into our parties, understand? Even if you are just some punk in a costume, you gotta go. That's the way of the world."

"Hey, first you say you should thank me and then you call me a punk? What's the deal? How do you know I wasn't just auditioning for a spot in your crew?"

The albino stopped. He looked intrigued. "Is that right?" he asked.

Peter let out a hearty laugh. "No way, dude. I'm just messing with you. You guys are assholes."

The albino man laughed as well. "You got a smart mouth. I like that. It really is too bad. I kinda like your style. But I also have a reputation to uphold. I can't just cut you loose." He closed in on Peter and drenched his body with gasoline. Peter remained silently still as his costume began to soak with gas. He was counting on the albino not knowing he had super-strength. He could easily break free from the rope around his wrists. Peter bided his time for the perfect moment to attack.

"Hey coming from you, I don't exactly take that as a compliment," Peter said. The albino man smirked. Peter realized now that the man was black. He found his presence to be ironically terrifying and unnerving. His skin shone ghost white in the darkness of the garage.

"Yeah…real smart mouth. You've got some game. You might've been able to make a killing on the streets if you rolled with the right crowd," he sneered.

"Yeah, what crowd is that?" Peter asked. He was trying to gather as much information as possible about the gang and this enforcer.

"No can do, web head. This crew would die before they talked."

"Some crew. You guys don't even have guns. I thought all the best street gangs were packing heat these days," Peter responded. The albino grabbed his head and pulled it back, staring right into his eyes.

"You're just…so stupid," the man said, laughing. "Job like this…no guns. Can't bullshit your way out a weapons charge. Everything else…it's all hearsay, rookie. Wise up." He poured gas at Peter feet and made a trail of gas as he walked away. He emptied the can and the floor, and tossed it the side. A thug handed him and lighter. He lit the flame and turned around to face Peter. Holding the lighter out he said he addressed Peter.

"Nothing personal freak."

"Yeah, just good business!" Peter shouted, as he flexed his back as hard as he could and tore the rope binding his wrist in one fluid motion. Coming to his feet, he looked the albino in the eye. He appeared to be in disbelief that he could have freed himself. In an instant Peter grabbed the chair behind him and hurled it at the albino. The man's strength had caught him off-guard earlier, but Peter would not be surprised this time. He had developed the perfect scheme to take him down while he sat hostage. The albino brushed off the hurtling chair and faced Peter. Peter ran at him at full speed and shot a webline in his face. He then slid underneath his hulking body between his legs. Peter pulled on the webline and spun him around by his face. Peter then launched both of his feet into the albino's knees. There was a sickening crack and the man's entire body shook at once. He let out a deep scream of pain, almost as if he was roaring. He fell to his knees gasping for air. The remaining thugs began to scatter as police sirens now blared in the distance. Peter looked out of the garage into the alley outside. The vans and all the drugs were still there, and several gang members writhed in pain on the ground. Peter did not go lightly on them. He wanted to make them pay for his uncle's death. His focus was broken by the sound of the albino chuckling. Peter turned and looked at him. He took a deep breath and squinted at Peter.

"Yeah…you think you some bad motherfucker, huh?"

Peter slowly got to his feet, breathing deeply. He had won. The thrill of victory was empowering to him.

"I am a bad motherfucker," he said in return.

The albino laughed. "I don't think so. You don't know what bad is."

Oh, yeah?" Peter said. "Why don't you enlighten me?"

"Bad is you, your mom, your dad, brother, sister…six feet under. You got friends? They're done too. You can forget about whatever life you thought you were gonna live. Your life doesn't belong to you anymore. You're a marked man…and we pay our debts."

"You keep talking about this 'we.' Spill it. What's your angle?"

"Take it from me, man. These are scary people you're dealing with. You're out of your league. You don't want to get involved in this stuff."

"You know…actually, I do," Peter coldly responded. The sirens in the background were now getting close. He did not want to be there when they showed up.

"I'd really love to continue this little chat, but I think I'd prefer if you handled the police," he said to him. Peter spun a web to contain the albino before finding Randy and his other classmate. It did not take much searching of the alleyway to hear the two of them hiding behind the dumpster. Peter leapt up on the wall over them. They began to flee, and Peter corralled them with a webline. He jumped down to the street and approached the two boys, who sat on the ground trembling with fear.

"You guys are too young for this shit," he scolded. "Go home now, and don't let me catch you out again." Peter did not prefer to have to battle his own classmates any time in the near future. The boys got up and ran to their car, driving down the alley and disappearing around the corner.

_Well, what a night. Definitely the action I had been missing. Not bad, Pete. Beat up the bad guys, stop the drugs…bring down the huge, scary gang enforcer. That guy was intense. I wonder who he is. Hopefully I've seen the last of the Crossbones._

Before long a squad of NYPD cars blockaded the alley way. Cops swarmed the scene as they gathered up the stray gang members and confiscated the entire drug shipment. It was a goldmine. One of the officers shouted to George Stacy, who was on the scene.

"Lieutenant! I got something over here you should probably take a look at!"

Stacy had been pacing the whole alleyway, taking note of everything that was just given to them. It had been a long time since they made a bust this large. He made his way over towards the garage, where the officer was standing. Inside there were several other policemen with their weapons drawn on the albino. He was still kneeling in pain on the garage floor, paralyzed by the tight web that bound his arms. Stacy walked up to him and surveyed the scene, taking note of the eighteen-wheeler that still had some remaining drug packages.

"It's…'Tombstone' isn't it?" Stacy said to the albino. "You know son, we've been looking for you for a while."

"Yeah, I bet," Tombstone sneered.

The lieutenant dismissed him and several officers took him away, placing him in one of their cruisers. Stacy looked over the whole scene once more and smiled. He still wasn't sure who or what had been responsible for these recent gang busts. Whatever it was though, he did not mind it helping out. He wasn't going to lose any sleep over it.


	11. Stop the Presses

_September_

_Saturday, 1:33 A.M._

Several hours after witnessing a man in a costume assault an entire gang, Randy Robertson quietly crept into his house. He felt lucky to be alive after witnessing the devastation to the whole crew, including the guy his friend said nobody messed with. He had no idea who or what he had just witnessed. However, in the chaos he did manage to snap a few pictures of the masked man from his camera phone. Still shaken by the incident, he slowly made his way up the stairs of his house and went straight to his bedroom. He planned on sleeping for days. However, as he opened his bedroom door and turned on his light he was greeted by his father, Joe, sitting on his bed. Joe Robertson was the editor-in-chief at the Daily Bugle, a newspaper located near midtown Manhattan. Joe had been a Bugle employee for several years now, and had in this time been given the nickname "Robbie" by his co-workers.

"Randy," his father said quietly. "Where the hell have you been?"

Randy knew better than to play around with his father this time. Robbie did not appear angry at his son's disappearance so much as he did concerned. Randy decided it was best to come clean.

"Dad…I'm sorry. This kid I go to school with, he had me go to some gang thing uptown. I didn't know what to do. I'm so sorry dad."

"Randy, you weren't with the Crossbones were you?" his father asked, sounding pained.

"How'd you know?"

"Randy…those are the streets I grew up on. I'm not that old. What the hell are you doing with people like that? You shouldn't be messing around with them," Robbie scolded.

"I know, dad. I'm sorry. I didn't know that the gang would be there. The kid…he only told me that I could make some money. I wasn't trying to get into that stuff, I swear."

Robbie crossed his arms and looked down at his feet. He was upset with his son for sneaking out, but was too concerned for his safety to be angry at the moment. Robbie knew exactly who the Crossbones were, having struggled with them as a boy growing up in Harlem. He knew how hard he had to fight to move beyond those streets. He was terrified of his son going down that road.

"Is that what it's about? Money?" he asked finally. "Son, if you want a job, I can help you get one. You don't need to sneak off in the middle of the night and be a criminal if you want to make some money. You're damn lucky I came up to your room when I did. Your mother would have had a heart attack if I didn't cover for you."

Randy now felt guilty. He never wanted to concern his dad, and he was aware of the difficulty his father had with street gangs growing up. He then took out his phone and brought up the pictures he had taken from earlier.

"Dad…I think you should see something," he said tentatively. He walked over to the bed and sat down next to Robbie, handing him his phone.

"We went to some garage up on 125th. They just had us unloading cargo from this truck into a couple vans. But it went really bad. This guy," he said, pointing to the red and blue clad figure in the photos. "He came and tore the other guys to pieces. I thought maybe it would make a good story for the Bugle"

Robbie's eyes widened as he scrolled through the pictures of this masked man. He almost couldn't believe what he was looking at. Then he gasped and dropped the phone upon seeing pictures of the man battling the hulking albino known as Tombstone.

"You alright?" Randy asked his father. Robbie brought his hand to his chin in thought before leaning down and picking up his son's phone.

"Randy, this man," he said, pointing to the albino. "Did he hurt you?"

"No. I mean he was kind of weird. I think he knew who I was. But he didn't hurt me. This guy in the mask. Holy crap dad, it was awesome. He took this guy down hard."

"Randy, I am being dead serious. This isn't a joke. What did this man say to you?"

"Nothing really. He just told me what to do. He said I came from a great pedigree or something."

Robbie put his son's phone in his pocket and sighed. "And the guy in red and blue. You're saying he what…beat up all these guys?"

"Yeah, all of them. I mean, at least the ones that didn't run away. He let me go though."

"What?" Robbie exclaimed. "I thought you said you got out of there. Randy how could you be so stupid to get so close to this guy?"

"I was trying to run away, but he stopped me."

"Are you hurt? Did he touch you?" his dad asked frantically.

"No, I'm fine. He just let me go. Told me not to let him catch me out again."

"That's good advice," Joe said, relieved. "You go to bed. We'll talk more about this later. I've gotta run these pictures."

Randy nodded in agreement and prepared to climb into bed. Robbie shuffled out of his son's room. Before turning off the light he turned to face his son.

"Hey…good work," he said, smiling.

_2:14 A.M._

"Hey, chief?" George Stacy had to shout over the feverish buzz of the police precinct. The officers there had never seen so much action this late at night.

"Lieutenant, what the hell is going on here? What's this commotion about? There better be a damn good reason why I was called in at such an ungodly hour."

"Trust me sir. You're going to want to see this," Stacy told him. He motioned for him to follow and took him behind a pair of double doors to a long hallway of holding cells. They walked to the very end of the hallway and turned to the last cell. The police chief gasped at who he saw sitting inside.

"That…that's Lonnie Lincoln," he whispered.

"Yep," nodded Stacy. He had a slight smirk on his face. "Alias Tombstone, I believe. Picked him and some of his boys up on 125th not long ago. They were in the middle of a little cocaine smuggling operation. They weren't doing so hot either, when we found them."

"What's wrong with his legs?" the chief asked, pointing to the wheelchair Tombstone was sitting in.

"Broken legs…both of them. Snapped right at the kneecap," Stacy explained. "But he's fine. He's a tough kid. His friends though? Well…let's just say not all of them made it downtown."

"Jesus…how many dead?"

"Well they're not dead but…well, some of them needed urgent medical care. It was kind of ugly chief. But this is the second time in a week that these uh…Crossbones have gotten-"

"So what's Lincoln's angle?" the chief asked, interrupting him. "We've kept hearing about this guy and we finally got him. What can we charge him with?"

"Well, chief, it's kind of more complicated than that. See, I was in there earlier talking to him and…well the guy's stone cold. I mean, just look at him. But I get the impression he's a top guy. More than likely gonna make bail, as much as it pains me to say. Guys like him…well let's put it this way. He's not an operator. He's an enforcer. Whoever's paying this guy, he must shell out a lot of cash, because Lincoln isn't giving us anything. I mean not even a whiff, chief."

"Well what did he say?"

"Well, okay. That's where it gets a little strange. Both Lincoln and his friends, or at least the ones that we could bring down here, kept saying something about a man in a mask."

"What man?" the chief said, sounding annoyed.

"I, uh…some guy in red and blue tights they said. Apparently he's the one who opened the huge can on these guys. We showed up and we didn't see anything. But we've got all these gang members out cold and this Lincoln guy kneeling there all tied up. They all have the same story."

"You mean to tell me that some madman is going around New York in red and blue tights, breaking arms and legs and terrorizing citizens?"

"Well, citizens? Yeah, sure. But criminals, too, chief. I mean this guy gave us Tombstone. And sure, I guess he might have gone a little overboard but…I mean chief, these are violent men. We might have never been able to land this if it weren't for this guy in the mask," Stacy said. The chief stared intently at Tombstone before turning to the lieutenant.

"What can we charge this man with, George?"

"At the very least we could try to nail him for drug possession. Maybe distribution charges, but that's a reach. I'm telling you…this guy's gonna be out of here before sunrise. He's a big fish."

Both men looked at Tombstone through the holding cell window. He sat in his wheelchair, ever so calmly, with his massive arms crossed over his chest. Tombstone was not worried. He knew just as well as Lieutenant Stacy that he would make bail. Over the course of the several years he had served as a hitman and enforcer for various organizations, he had come to gain an acute understanding of the justice system. He was truly a man who had been around the block, and the legend of Tombstone was passed around the criminal community often. Born and raised on the streets of Harlem, the man once known to the world as Lonnie Lincoln quickly gravitated towards a life of crime. While his strange and unnatural appearance had often made him the recipient of many cruel jokes, he soon learned to use his abnormal strength and brutal nature to terrorize those who once tormented him. By the time he was just sixteen years old, he had grown to an intimidating size. Standing at six feet and six inches and possessing a physique seemingly carved from stone, he quickly gained the attention of local mobsters looking for some solid muscle. Lonnie committed his first murder while in the employ of a drug runner from the Bronx, crushing a rival dealer's skull with his bare hands. He hadn't even reached his eighteenth birthday. His reputation spread through the streets of New York like wildfire. However, he did not reach true prominence in the criminal underworld until several years later, when a rival crime boss bestowed him with the nickname "Tombstone," claiming that was all that was left of you when you crossed him. Lonnie, taking a liking to the name and considering it a compliment, killed the man he had been working for at the time and approached the crime boss to offer his services. According to the legend, the boss sent ordered several of his bodyguards to attack Lonnie. However, Tombstone defeated them with ease, killing all of them in brutal fashion. The boss, impressed by his power and fascinated by his fearsome appearance, immediately hired him as his lieutenant.

Indeed, Lonnie Lincoln had been in and out of prison several times as he climbed the ladder of the New York City underworld. Just as his reputation spread amongst criminals, word of the man called Tombstone had also reached the police. George Stacy had heard plenty of stories. It gave him a great sense of accomplishment to finally have him in custody. But he knew better than to think it would last. Stacy was extremely street wise, and he knew that Lincoln was too valuable of an asset to whoever employed him to be left in lockup. This knowledge depressed Stacy, a man with a strong moral compass and an unwavering sense of justice. He had been on the force for almost twenty years, and never did he feel this close to securing a distinct victory over the powers of organized crime. He left the holding cell and returned to the precinct's main office, which was still abuzz with excitement from the many rookie cops on duty. Stacy stared sympathetically at all the fresh faces he saw. He pitied them, because he knew that they would soon grow weary just as he had. He longed for his days as a rookie cop again, before bearing the burden of all the death, crime and corruption he saw on a daily basis. Every murder, every bribe, every teenager selling drugs out of hopeless addiction had taken its toll. He knew he was fighting a losing battle. All he could do at this point was hold on, and hope that he was not consumed by the chaos that surrounded him.

"Excuse me…Lieutenant?" Stacy turned towards the young man that spoke to him. He recognized him as a young officer just fresh out of the academy. He liked him.

"What can I do for you, son?" he asked the rookie.

"Sir I hate to have to tell you this…but, um."

"What is it officer, just say it."

"The albino guy…Mister, um, Lincoln," he said, flipping through the papers he was holding. "Someone just paid his bail, sir."

Stacy's face remained still. He was not surprised, yet he could not shake the feeling of defeat that overcame him.

"Right, of course," he said finally. "Thank you officer. I'll go get Mr. Lincoln know."

Stacy turned and started towards Tombstone's holding cell, going through the double doors once again and shuffling his feet down the hallway.

"So close, yet so far away," he said to the police chief, who was engaged in conversation with another officer.

"How so?" the chief asked him.

"Lincoln just made bail. I told you he wasn't going to stay for long."

Stacy opened the holding cell door and stood in the doorway, looking at Tombstone.

"You must be a pretty popular guy, Mr. Lincoln. Not even here for three hours and you've already made bail."

"It's all in the company you keep, Lieutenant," Tombstone said with a smirk. He guided his chair from behind the table and made for the exit. Stopping in front of Stacy, he looked up at him with his pink eyes and slowly rose out of his wheelchair. He grimaced slightly as he came to his feet, fully straightening his legs. The pain was insignificant to him.

"Thanks for the chair. I can take it from here," he sneered, looking down at Stacy as his huge frame squeezed through the holding cell door. There was a slight limp in his step as he made his way down the hall and out of Stacy's sight.

"Until next time," Stacy called out to him. But he knew there probably would not be a next time. He felt lucky to have even been able to bring Tombstone in as he watched him walk out of the precinct on two broken legs. His thoughts then turned to the man who had put him in the wheelchair. The story of the masked man sounded preposterous to him, but he also found it unbelievable that someone had managed to literally bring Tombstone to his knees in the first place. He had never cared much for the work of vigilantes. He had encountered only a few during his time with the NYPD. He found them to be reckless and ineffective. But for the first time in a while he felt hopeful. He thought that perhaps this man in a costume was just the help he needed.

_10:38 A.M._

It was a beautiful morning as beams of sunlight found their way into Peter's room through his window shade. He opened his eyes slowly and rolled over in his bed. Soreness shot through his entire body.

_Ugh…that albino guy really laid into me last night. That was too close of a call. I've got to learn to be more careful._

Peter laid still in his bed thinking about the night he had. For someone who rarely went out, a drug bust was not quite his idea of a good time. Still, his mind raced with excitement as he played out the scene in his head, down to every last member of the Crossbones he had managed to dispatch. The power felt good to him, and he got a strange satisfaction out of playing the hero and bringing the bad guys to justice. He then remembered how he told his Aunt May before he left that he would be spending the night at Harry's. He had completely forgotten that fact as he returned home late last night, exhausted.

_I better go find Aunt May and explain why I'm here. I don't want to startle her._

He popped out of bed and looked at himself in the mirror, checking for any incriminating scars or bruises. All he could manage to find was a slight discoloration on his ribs.

_Probably from the boot that guy gave me last night. I wish I knew more about him._

He threw on some close and quietly snuck out of his bedroom. He made his way down the stairs and could hear his aunt doing dishes in the kitchen. Peering around the corner to look at his aunt, he gave her a soft greeting. She spun and grasped her chest, having no idea that anyone else was home. She soon composed herself after seeing her nephew.

"Peter! You scared me. What are you doing here? I thought you were sleeping at Harry's."

"Well I went over there, but he was throwing up and stuff. I hung out for a little but we decided to take a raincheck. I wasn't trying to catch whatever he had. By the time I got home you were asleep."

"Oh, well I'm glad then. I don't need any vomiting spells in this house," she laughed. "Since you're here why don't I make you some breakfast?" Before Peter could respond she made for the refrigerator and pulled out a carton of eggs. Peter smiled, amazed at his aunt's unwavering kindness.

_Okay, she bought it. Smooth sailing from here. I just hope I don't have to make a habit out of lying to my aunt about where I've been. That would send her over the edge if she ever found out that I'm…what the hell._

Peter stopped in his tracks as he approached the kitchen table. His eyes widened in shock and paranoia as he picked up the copy of the Daily Bugle resting on the table. To his horror, a photo of a red and blue clad man engaged in a battle with several gang members splashed the front page. The headline read "Spider-Man Brutally Beats Unarmed Men." Peter froze. He wasn't sure what to do. A wave of different emotions passed over him, from fear to confusion to pride. He did not know what to feel or think as he looked at himself in action on the front page of the biggest paper in New York. But he suddenly became annoyed, feeling as though the paper's headline skewed what really happened.

_Unarmed men? So what? Those guys were criminals. Gang members. Brutally beat? Okay, so I lost my temper a little bit, but those guys killed Uncle Ben. They got what they deserved._

Peter turned the page to continue reading the story. "Witnesses described the assailant as half-man, half-spider, referencing a webbing-like substance that shot from his hands. Police arrived on the scene to find several men incapacitated with severe injuries. Reports indicate that one of the men needed significant facial reconstructive surgery, and another nearly lost his arm due to severe trauma to his radius and ulna. Police as of yet still have no leads on the masked man."

_Alright, so I went a little overboard. But still, what's the big deal? They were trying to deal drugs. Isn't it good that I stopped them?_

"Hey Aunt May, what's this Spider-Man thing in the paper?" Peter asked tentatively.

"Oh, it's been all over the news this morning. Some person the paper is calling 'Spider-Man' nearly killed several gang members last night," his aunt said over the cracking of the eggs in the frying pan.

"Yeah, but the paper says he interrupted a drug smuggling operation? What's everyone up in arms about?"

"Peter, some maniac running around in a mask and almost killing people is a lot more dangerous than some petty crooks, don't you think?"

Peter was amazed. Even his aunt wasn't on his side. He thought he had done the right thing. He turned on the television and changed the channel to the local news. A live discussion on the 'Spider-Man' was taking place, as several members of the media sat in a circle in the studio. At the bottom of the screen was the tagline "Spider-Man: Good Samaritan or Menace?"

"I look at the bottom line in these situations," one man said. "The Spider-Man, look at what he did. He intercepted nearly 200 pounds of cocaine that this street gang was attempting to distribute, probably to kids just like yours or mine. And he managed to subdue only one of the most notorious and deadly criminals in New York. If a couple gang members- and remember these men are violent criminals- if they get a little banged up in the process I'm certainly not going to complain. It's about time something has been done to stop crime on our streets."

"If the bottom line were all that mattered, what would stop anyone from breaking the law to suit their needs?" another man angrily shouted. He sported a flat top of salt and pepper hair and a short, jet-black mustache. Peter recognized him as J. Jonah Jameson, publisher of the Daily Bugle and one of the most influential men in New York.

"And who's to say he didn't steal any of the drugs? We have no idea because we don't know who, or what, he is. This guy wears a mask like he's got something to hide. How can you trust someone who hides behind a shroud of secrecy?" Peter found Jameson to be overwhelmingly obnoxious. He could tell that J. Jonah Jameson was a man who could never be wrong, and would never admit it even if he was.

_I wear a mask so self-righteous assholes like you don't come and make a citizens' arrest on me, fuzzhead._

"You want to talk about bottom lines? Here's the bottom line," he continued. "This country is founded on democracy. Everyone has rights, even criminals. You can't just go around playing judge, jury, and executioner. That's what the justice system is for. Spider-Man? He nearly killed that gang! Whether you think they deserved it or not, you can't just take the law into your own hands. What kind of example would it set for our children if we suddenly put our faith into this…vigilante? He's no better than the criminals he's supposedly set out against!"

Aunt May placed a plate of eggs in front of Peter as he sat at the table, staring at the television. Even though he did not appreciate Jameson's stance against Spider-Man, part of him knew the man was right.

_As unbearable as Jameson is he's got a point. I can't just lay waste to every criminal I see with blind fury just because I can. My role should be to help the law, not replace it. I lost my temper last night because a member of that gang killed Uncle Ben. But I can't be motivated by anger or revenge_. _That's not what this is about. I can do better than that. Spider-Man, scourge of the underworld is a little dark for me. I'm more the friendly neighborhood kinda guy. Your friendly neighborhood Spider-Man. I like that._

And so Peter quietly came to an understanding of what his role as a costumed crimefighter had to be. The reckless and brutal punishment he had bestowed to the Crossbones would be the exception, not the rule. He knew he had the power to kill criminals and get them off the streets forever. But that's not who Peter was, and he now knew that is what Spider-Man could not be either. No longer would Peter be motivated by a furious desire to avenge his uncle. Ben Parker would not have wanted to be avenged. Peter knew a terrifying crusader of vengeance was not what the city needed. He instead promised to become a beacon of hope for the people of New York and provide a shining example of all the good things a man with great power can do.


	12. Terms of Agreement

_September_

_Monday, 4:30 P.M._

The afternoon seemed to drag along at a snail's pace as Peter slaved away in Dr. Connors' ESU lab. Peter usually had a mountain of work on Mondays as an intern for Connors, but today seemed more drawn out to Peter than usual. His thoughts were consumed with Spider-Man, a nickname that he decided to keep. He was not particularly thrilled with the media's portrayal of his costumed alter-ego, and the busy repetition of collecting and analyzing lab slides did little to distract him from his troubles. He looked at the long checklist he had of the tasks Dr. Connors had assigned him for the day and sighed. He was not even half way done and had already been at the lab for an hour and a half. Dr. Connors, despite his kind and warm demeanor, was a tough boss who did not accept excuses. Science was truly Connors' passion, and the intensity and drive with which he approached his research is what allowed him to gain the esteemed reputation he had among the scientific community. Connors' only hope was that he could pass his love for science on to his students.

"Peter, you seem like you're struggling with something. You've barely made it through any of the slides that need to be counted," Connors said.

Peter was startled by Connors and struggled to find an appropriate response. "I'm fine Dr. Connors. I just…well, I'm kind of struggling with my research paper."

"Okay, maybe I can help. What's the trouble?"

"Well it's not that I haven't done the research or found good sources. I just…I can't focus on it. I'm having trouble putting it together."

Connors leaned back against a lab table. "Remind me again what your paper is about."

"Well I was going to write about Otto Octavius, but…well after what happened I just can't get started on it."

"Ahh," Connors said, his shoulders slumping. "I see. A terrible thing that happened at OsCorp I'm afraid. Not only for Octavius but for the scientific community at large. He was on the brink of something great…something that would change the world. It's too bad."

"I know," Peter said. "I feel terrible for him. Every time I try to start writing again I just think of him and…I have to walk away." Peter's sympathy for Octavius was sincere, even if his reason for slacking on his research paper was not. He had been far too busy as Spider-Man to even give his paper a thought.

"I went to the hospital the other day, actually. To see how Otto's doing, I mean," Connors said. "I'm afraid it's…not good. He's still in a coma from the explosion. And the doctors, well they don't really know what to do with him. They've got him propped up in a bed, but he's still got those arms. You know, from that harness he developed. They don't when he's going to wake up, if ever, I'm afraid." There was a slight sound of pity in his voice.

"I'm sorry Dr. Connors. I know the two of you had been friends."

"Well, we would run into each other every now and then, but yes. It is too bad. As a matter of fact," Connors said, as he stood and made his way over to a corner of the lab. "He once gave me something. A project, of sorts he had been working on. Let me show you." He opened a door in the lab that Peter had never been through and motioned for him to follow. Once inside, Peter looked upon an unusual device that sat in the corner of the room. Dust had begun to form on what looked to Peter like a giant crystal ball sunk halfway in a metal casing frame.

"What is it?" Peter asked.

"Well…long story short, it's a battery. Something Otto had been working on many years ago. One day, however, I remember he came to me and urged me to hold onto it for him. He said something about…well, nevermind, I shouldn't be talking about this. But I kept it for him and he never came back for it. Went on to bigger and better things, I suppose. Come on," Connors said and he and Peter left the room. Peter was curious about the battery device but thought better than to press the matter.

"Peter I understand what you're struggling with," Connors said, placing his arm on Peter's shoulder. "It can't be easy to write a research paper with such terrible thoughts in the back of your head. Go ahead and take as much time as you need. In fact, why don't call it a day? All this morbid talk has taken me out of a working mindset." Peter smiled widely and nodded in agreement, and together he and Dr. Connors cleaned up the lab and headed home.

_7:30 P.M._

The sun was beginning to set on the Manhattan skyline as Norman Osborn stared out the window of his midtown office. Osborn was a defeated man, facing increasingly suffocating pressure from the OsCorp board of directors. He was all too aware of the warning his business partner, Mendell Stromm, had given him before the entire board. Norman gambled with the company's money on Octavius' renewable energy research and lost in spectacular fashion. He knew his termination from OsCorp would be imminent if he did not find a way to recoup his losses. But with his failed courtship of Curt Connors, Norman was out of ideas. The thought of losing his company made him sick to his stomach. All his life Norman Osborn had been a man who loved power more than anything else, and he had amassed a great deal of it during OsCorp's rise to national prominence. With that power now slipping right through his fingertips, Osborn felt himself overcome with grief and desperation. He would have done just about anything to stay in control of his company.

"Mr. Osborn, a Wilson Fisk is here to see you," said Osborn's secretary as she poked her head in his office. Norman snapped out of his funk and turned to face her.

"Fisk? What does he want?"

"He wants to speak to you, sir. He said you would be very interested in what he had to say."

Norman's feelings of desperation were soon replaced by insulted outrage. "You tell that fat sack of shit that if he thinks he can buy me out now just because-"

"Norman, there's no need for name calling. I'm only here to discuss common courtesies," said a warm voice from behind the secretary. She stepped aside so Norman could see the man known as Wilson Fisk. He was a hulking, massive man weighing at least four hundred pounds. Fisk was a famous figure around New York City; a wealthy entrepreneur and philanthropist recognized by his trademark white blazers and perfectly smooth, bald head.

"Excuse me, my dear," he said gently to Osborn's secretary as he entered the office, having to turn his body sideways to fit through the door. Osborn took a seat at his desk.

"What do you want, Wilson? I'm a very busy man," he said coldly.

"Busy planning how you're going to keep your company, Norman?"

Osborn stared at him, eyes full of anger. "If you came here to taunt me, Fisk, then save it. I don't need to hear it from you."

"I wouldn't dream of it, Osborn," Fisk said kindly. "As a matter of fact, I have a business proposition for you."

Norman let out an insincere laugh. "This isn't the first time you've tried to get a piece of OsCorp, Fisk. Just because I'm in a tight spot doesn't mean I'm going to hand the reigns of my company over to you."

"A tight spot, indeed, Norman. A terrible thing that happened to Dr. Octavius, I'm afraid. The only thing that would be more terrible is if you had to go down with him. "

Norman raised his eyebrow in suspicion, maintaining an intimidating scowl on his face. "What are you getting at, Fisk?"

Wilson Fisk chuckled. His presence seemed to make the whole office smaller. "Norman…I'd like to tell you a story. But before I do, you must give me your word that nothing said here will leave this room."

"What is this, a joke?" Osborn sneered.

"I assure you that I have never been more serious, Osborn," Fisk said, his kindly demeanor replaced by one of subtle menace. He towered over Norman as he took a step closer to his desk. "And you would do yourself a favor to listen to what I have to say," he growled as he took another step closer, placing the palms of his giant hands on the desk. His massive frame unnerved Osborn, who shifted uncomfortably in his seat.

"Alright, what…what is it?" Norman stammered.

"I want to tell you a story, Norman, about a business I own," his voice sounding kinder once again. "A business I am almost positive you have never heard of, in an industry I am sure you know very little about. You see, many years ago, before I became the Wilson Fisk you know today, I was hungry for power. Very much like yourself, Osborn. This…industry, it was my passion. I wanted to be the best there was within it. So, like all business owners, I had to start from the bottom and work my way up. There was a lot of hard work involved. Very hard work. I endured many struggles and answered to all kinds of unfavorable men in my quest for the power that I craved. But, as is the case with most things in life, my hard work paid off, and I now stand without peer as the sole owner of this business. Are you following me?"

"I have no idea what the hell you're talking about, Wilson. Stop speaking in riddles. I haven't got all night."

"Very well. I will get to the point then," Fisk said, straightening his tie. "Norman, have you ever heard of the Kingpin of crime?"

Norman stared at him in confusion, not sure what to say. "I…I don't understand," he said.

"Well, Norman, it's a simple question and it needs only a simple answer. Either you have or you haven't."

Norman paused. "Well…I have occasionally heard rumors of…what has this got to do with anything, Fisk," he asked. He was genuinely confused. He looked at Fisk curiously for an answer, but the wide grin across his face told Norman everything he needed to know.

"You…you're the Kingpin?" he gasped.

"The business I speak of, Norman, is a criminal empire. _My _criminal empire."

"But the Kingpin…he actually exists?"

"The rumors you have heard about the man called the Kingpin of crime may or may not be true. But I assure you, Osborn, the Kingpin is very real."

"But…you're a philanthropist. One of the most recognized and upstanding citizens of New York. How…" Osborn whispered. He was in disbelief.

"How can it be possible, you might ask? I told you, Norman. It took a lot of hard work. One does not simply monopolize crime in New York City without paying their dues. My persona of Wilson Fisk, the affable and generous entrepreneur, is a necessary cover for the Kingpin. I only wish it was nearly as much fun to develop my…legitimate business ventures, if you will."

"I…I don't know what to say," Norman said, struggling to find an appropriate response.

"Your confusion is to be expected, Osborn. But you of all people I'm sure know that we all have secrets."

"Secrets are one thing, Fisk. You're talking about a dual identity…about ruling the underworld with an iron fist."

"Yes!" Fisk shouted, causing Norman to jump in his seat. "That is exactly what I'm talking about. But we're not really that different, are we Norman. You have your empire, and I have mine. And you know just as well as I do that you don't rule an empire without making enemies."

"All too well," Osborn muttered. "So where do I fit in? What could the Kingpin of crime want with me?"

"I want to help you stay in business, Osborn. I am well informed of the current state of your affairs. Please, allow me to help you."

"I've been playing this game for a long time, Wilson. What do you want in return?" A slight smirk formed on Fisk's face.

"I have a problem that I believe you can help me fix."

"What problem?" Norman asked suspiciously.

"The problem that faces all men who sit in a position of power, Osborn," Fisk said. "Someone will eventually try to take that power away."

"Who are we talking about here?" Norman asked.

"Have you heard of the Spider-Man, Norman?"

"You mean the clown in red and blue tights? Yes, I've heard about him."

"Outlandish as his appearance may be, he is a very real threat. One who poses a significant problem for the prosperity of the Kingpin's business."

"You mean some guy who dresses up in a costume is a threat to the Kingpin?" Norman chuckled. Fisk gritted his teeth in anger and slammed a mighty fist down onto the desk. Osborn nearly jumped out of his seat.

"As I told you before…I have never been more serious. Spider-Man has interfered in two of my operations in the past week alone, and has done so in brutal fashion. I assume you heard of the…incident on 125th street this past weekend?"

"Yes, I saw…it was all over the news," Norman said quietly.

"Then you realize how problematic this is for me." Fisk stated.

"But someone like you has got to have…enforcers or something, right? People who are trained to handle these situations," Norman asked.

"No, Norman, I do not," Fisk sneered. "As Spider-Man's most recent actions have shown me, I do not have the people to handle this situation. This is a unique creature we are dealing with, from what I've gathered. One whose strength and agility far surpasses anything my lieutenants have ever seen. This is a most unconventional dilemma. Spider-Man is an enemy that I cannot seem eliminate through the wealth or power I currently have at my disposal. And I always eliminate my enemies."

"I see," Norman said. "So you want my help to destroy Spider-Man?"

"_Demand_ your help. As I already told you I will pay handsomely for your services. Enough even to keep that buzzard Stromm off your back."

"And in return?" Norman asked him, his interest piqued.

"Your resources," Fisk simply stated. "OsCorp's weapons, technology…whatever I need at my disposal. I want to have an answer for the Spider-Man. A figure to stand against him and lead my army and, if necessary, destroy him."

Norman Osborn paused and sat silently at his desk in thought. Despite his at times questionable business ethics he never considered himself outright to be a criminal. Getting into bed with the Kingpin would surely change all of that. But Wilson Fisk stood before Osborn with a solution to his problem. He could keep money flowing into OsCorp and give Norman the leverage he needed to stay in control of his company. All he would have to do is remember to look the other way every now and then. A small price to pay, Norman thought, for the ability to remain in control of OsCorp. He looked at Fisk, who stared down at him intently. Fisk was confident that Norman would agree to his terms. He had done his homework on Osborn, and knew the man well enough to know that he would do just about anything for power.

"Fisk," Norman said, standing up out of his desk chair. "It seems like I really don't have a choice," he said as he extended his hand.

"There's always a choice, Norman," Fisk said, grasping his hand to shake. "The right choice, and the wrong choice. I believe you have chosen correctly."

Norman second-guessed himself as he shook the Kingpin's hand. He couldn't help but feel there were dangerous times ahead of him. But to Norman Osborn, the prospect of danger was nothing compared to the shame he would feel lest he lose his company. He shook the Kingpin's hand firmly, fully intent on making the most of their new partnership.

"Any ideas as to where we will begin?" Fisk asked. Norman thought for a moment before responding.

"Actually, now that you mention it, I think I have something you might find useful. There's an OsCorp prototype that was just recently developed. It-"

Fisk held up a hand to stop him. "I don't need to know. A deposit will be made in your account tonight. Consider it a down payment. In the meantime, someone will be in touch with you."

Fisk turned and made his way out of the office. Norman let out a sigh of relief and slumped into his desk chair.

"Oh, Norman?" Fisk said as reached the door and turned around. "This is a significant investment I'm making. Let's hope that it pays off, yes?"

Before Osborn could respond Fisk squeezed out the door and was gone. Norman swiveled in his chair and looked out his office window again, hands clamped together. He prayed that he was in fact making the right choice.


	13. Special Delivery

_September _

_Wednesday, 7:46 A.M._

The sun was shining and the streets were bustling on a relatively warm morning in Queens. Peter gazed down upon the busy neighborhood he effortlessly soared through the air. He had gotten into a habit of web swinging to school, mostly to save time as he usually ran late in the morning, much to his Aunt May's frustration. But Peter also enjoyed the extra practice that he got every morning. By this time web swinging was easy, as the technique and mechanics came almost as naturally to Peter as the simple acrobatics of the movement.

Swinging easily cut down on the time that it normally took Peter to get to school. He found swinging to be a peacefully relaxing way to get away from the busy chaos of the streets. He was also in a particularly good mood that morning, as he was making great time and was going to have no problem changing out of his costume before his first class. However, as he swung around the side of a tall brick building he spotted thick smoke rising not far off in the distance. He perched both feet flat on the side of the building and reached into his backpack for his cellphone. Looking at the time, he made a quick decision.

"Oh yeah, I've got time," he excitedly said to himself. "Okay Spidey. Get in, get out, save the day just in time for school."

Peter sprang himself off the building and swung in the direction of the smoke. He did not have to go far before finding the source of the dark plume that was hovering in the air. Peter stood on the rooftop opposite of a five-story apartment building. He quickly noticed several windows on the fourth floor with smoke and fire billowing out of them. Acting quickly, he leapt across the street and caught himself on the face of the apartment building. He scaled the building to the fourth floor and propelled himself through a window. Inside the building, Peter sprang through a smoke filled hallway and broke down a door with smoke pouring from it.

"Anyone in here?!" he called out, but there was no response. Peter searched the room but could find no one. He broke down another door into an adjacent room. He could tell it used to be a bedroom, but the fire had ravaged the inside of the room. The bed sitting in the middle of the room was covered in flames, and Peter noticed that the walls were soon going to crumble.

"Hey!" Peter shouted over the roar of the fire, but again there was no response. He thought about leaving, thinking that perhaps everyone had gotten out safely, but he had to be sure. He scoured what was left of the room, tearing the closet door off the hinge in a frantic rush.

_This ceiling is coming down. I've gotta get out of here._

Peter made for the window to make his escape, satisfied that there was no one in the apartment. Then, just as he was about to swing off, one last thought occurred to Peter. He immediately stepped away from the window and dropped to the ground to look underneath the bed. He let out a huge gasp mixed with relief and guilt. He saw a young girl hiding under the bed and clutching a blanket.

"I almost forgot about you," Peter said, extending his hand to the girl. "Come on, it must be hot under that bed."

Without saying anything the young girl grasped Peter hand and he swiftly pulled her from underneath the bed. He then tucked her in close to his body and shielded her head as he launched himself out the apartment window. As they fell through the air Peter raised his arm up and shot out a web to the top of the building. The line caught and he slowly lowered himself and the young girl to the ground. Still holding her tightly, Peter walked over to the crowd that had assembled in front of the building. They all stared in shock as Spider-Man approached them, reluctant to say anything. Peter paused for a moment in front of the crowd before clearing his throat.

"Um…did anyone lose a little girl?" he asked softly. In that instant a hysterical woman frantically came running from the crowd of people and approached Peter. She came rushing to the girl he was holding in his arms and grasped her tightly. She managed to hold back her sobs long enough to squeak out an expression of gratitude.

"Special delivery just for you," Peter said. "You two take care. And remember: only you can prevent apartment fires." Peter, knowing he had little time to spare before his first class started, jumped up high and swung away from the scene. In the distance he heard someone calling out to him.

"Hey, way to go Spider-Man!" shouted one of the bystanders. Peter smiled underneath his mask. It felt good to be appreciated for once. He headed towards Midtown High in anticipation of a great day ahead.

_9:38 A.M._

It was a busy morning as usual at the Daily Bugle. Editors, photographers, and journalists alike scurried about the busy offices of New York City's biggest newspaper. At the top floor of the forty-story building located just south of midtown, Joe Robertson watched a television closely. On the screen was a news report documenting another sighting of Spider-Man, with video footage showing his rescue of a young girl from an apartment fire. Robbie watched in secret admiration of the costumed figure. He did not believe Spider-Man to be a menace as many New Yorkers did. Ever since his Randy's run-in with the wall crawler, Robbie had felt both gratitude and respect for Spider-Man letting his son go unharmed.

"Robbie!"

Robbie turned his attention from the television to the loud voice calling his name. The Bugle publisher, J. Jonah Jameson, needed his attention.

"Yeah, Jonah, what's up?"

"Come in here, would you?" Jameson said as he motioned for Robbie to step in his office.

"So, Jonah. What's on tap for today?" Robbie asked him.

"You been watching the news at all this morning, Robbie?" Jameson quizzically asked.

"I actually just had it on. Something wrong, Jonah?" Robbie could tell the Bugle publisher was annoyed. Jameson was usually in a grouchy mood to begin with, but something appeared to be eating at him even more than usual.

"Is something wrong? Let me tell you what's wrong. That wall crawling…weasel is all over the news!" Jameson paused, waiting for Robbie to respond, but his editor-in-chief stared at him with a look of confusion. "My news!" Jameson finally bellowed.

"Oh, I see," Robbie muttered. "This again."

"Don't give me that, Robbie. How are we supposed to sell newspapers and keep our ratings up if all people care about is watching some leotard-wearing flavor of the month do cartwheels through a burning building?!"

"Well Jonah…you can't tell me you're not at least interested in the guy. I mean…a guy that wears a costume, swinging from the rooftops and fighting criminals. It makes for a compelling story. And look," Robbie said, pointing to the television. "He saved that little girl from that fire. The guy's a hero, Jonah."

"Don't-" Jameson bellowed before stopping himself short of an outburst. His face was bright red. He eventually calmed himself and continued.

"A fire he probably started. I mean, gimme a break. How is he always in the right spot at the right time? Hmm? Riddle me that!"

Robbie threw up his hands in frustration, not sure how to respond. Jameson continued his rant.

"No way. This guy's got an agenda. I can tell. If there's one thing that being in the newspaper business has taught me, it's that there are no heroes. That web head is gonna slip up somewhere, and I want to be there when he does. Robbie, who's your best photographer?"

"Let's see…that'd probably be Eddie Brock."

"Brock? Never heard of him," Jonah scoffed. He then walked over to his desk and pressed his intercom.

"Miss Brant? Would you tell Eddie Brock to get in here?" Jameson turned his attention back towards the television in his office. The footage of Spider-Man at the apartment fire was still playing. Jonah then lit up a cigar and spoke through clenched teeth.

"The people wanna see Spider-Man? Well that's what the Bugle's gonna give them."

At that moment the office door opened and a blonde-haired man walked in. He was a handsome man of relatively muscular build, wearing an oxford shirt tucked into khaki pants.

"You Brock?" Jameson said as he blew out a cloud of smoke.

"Uh yes sir, Mr. Jameson. I-"

"Good. You know Spider-Man?" Jameson asked him.

"Spider-Man?" Eddie said, his eyes lighting. "Yeah, of course. He's a hero."

Out of the corner of his eye Eddie saw Robbie try to hide smile. Jameson clenched his fists and gritted his teeth so hard that his cigar nearly snapped. He let out an inaudible growl and took a seat at his desk.

"I mean…yes I've heard of him," Eddie said, feeling nervous. He had never met Jameson face-to-face but had heard stories of his temper.

"Well, good for you," Jameson snarled. "From now on I'm putting you on special Spider-Man detail. I'll pay you double what you make now. Just get me pictures of that wall crawler in the act. He's up to no good. I can smell it. I want you to be there when he makes a mistake."

"Um, okay. But Mr. Jameson, what if he actually is a good guy? What I mean is, what if I can't get a picture of him doing something bad. Because, you know…he's a…good guy?" Eddie hesitated because he saw Jameson's face slowly becoming bright red again. Jonah turned his attention to Robbie, who was now having a hard time stifling small chuckles. Jameson flared his nostrils and composed himself again, addressing Eddie.

"You let me handle the story, kid. You just get me the pictures, got it?"

"Got it. But, sir…what if I can't find him? I mean he jumps all over the place and moves so fast. What if I can't keep up-"

"What do you need for me to handhold you or something? Either do the job or I'll find someone who will. Understand?"

"Yes sir, Mr. Jameson. I'm on it," Eddie said.

"Good. Now get outta here!"

Eddie nervously shuffled out of the office after receiving a reassuring look from Robbie. Jonah continued to puff on his cigar and spun in his desk chair. He gazed out his office window to the sprawling view of 5th avenue. He could see for miles from that office. It was a view he had worked very hard to get, and he fully intended on keeping it for as long as he could. J. Jonah Jameson was not about to let the Spider-Man story slip through his fingers.

"I'm gonna get that son of a bitch."

_12:17 P.M._

Peter emptied his backpack full of books into his locker, being careful to not expose the costume he had stuffed in there as well. He was still feeling the residual effects from the excitement of that morning. There was an energy going about the school as well, with students seemingly around every corner talking about the Spider-Man sighting that morning. Ever since Peter's battle with Tombstone and his gang the Midtown High student body had been abuzz with stories and rumors about the costumed crimefighter. Peter tried his best to mask the smell of smoke on his body as he roamed the halls. He got a slight sense of satisfaction from the admiration his alter-ego received from his peers. He found it especially ironic that Flash Thompson of all people was Spider-Man's biggest fan.

"The guy kicks ass!" Peter heard Flash shout from down the hall. It was in between classes and Peter had a free period ahead of him, but he waited around so he could hear the praise that Flash was unknowingly bestowing to Peter.

"Screw anyone that says Spider-Man isn't one of the good guys," Flash continued. "He's a modern day superhero. Saving little kids from fires...and did you see the ass-whooping he put on that gang from Harlem? Spidey is the man!"

Peter chuckled to himself. If only Flash new who his hero really was.

"Hey Pete," said a sweet-sounding voice from behind him. Peter spun to face Gwen and immediately blushed. He had spent more time with her this year already than he previously ever had, yet she still managed to unnerve him. Not even the confidence he had gained from costumed heroics could keep him from being on pins and needles around her.

"Hey…what's up Gwen?"

"I guess you heard about Spider-Man this morning. He was right over in Queens at that apartment fire. That's so close. I wonder who he really is."

"Yeah, it's a mystery. The guy's pretty cool," Peter said nervously.

"Have you seen Harry at all today?" she asked him.

"Actually I haven't. I don't have class with him until later. Why?" Peter had never really talked to Gwen without the presence of Harry to make him more comfortable. He suddenly wished his friend was with him now.

"I was just wondering if you talked to him today. I saw him earlier, but he seemed a little down. I think Norman's on the warpath again."

"Oh, geez. What is it now?"

"I don't know. I think he's getting on Harry's case about college admissions and stuff. Although I think it would be easier for him if his dad didn't just automatically assume Harry won't get in anywhere."

"Well…you know Mr. Osborn. The guy's a total hardass. If I see Harry today I'll talk to him. No reason for him to be moping around."

"Thanks, Pete. That'd be really nice of you."

"It's no problem, Gwen," he said. There was suddenly an awkward pause as they both stood there anxiously. Peter shuffled his feet and finally spoke.

"Um…what are you doing this weekend?" he asked her.

"I'm not sure. Maybe I'll get a head start on an essay I have due in Humanities. What about you?"

"Same, not much. Some work for Dr. Connors maybe but not much."

"Why? Would you wanna do something?" she quickly asked, her interest seeming piqued.

"Um…I mean, yeah sure. We could all go to a movie or something," Peter said, surprised. "I'll ask Harry."

"Or if Harry's not up to it we could just go," she said. Peter suddenly could tell that she was just as nervous as he was. Still, the prospect of going to a movie with Gwen Stacy was surprising, terrifying and incredible at the same time.

"Uh, yeah. We could do that too," Peter said. He scratched the back of his head anxiously. Gwen smiled slightly and her face turned bright red.

"Okay well…we can figure something out later. I have to um…get to my class," she said.

"Yeah, so do I. Well, I have a free period, but I um…I should go too."

"Okay…see you later Pete." She briskly walked down the hallway, clutching her books against her chest. Peter watched as she walked away and felt relieved. A wide smile formed across his face. It was indeed a great day.

_10:14 P.M._

"Hey, uh…dad?" Harry asked as he peered through the door of his father's study. Norman was sitting behind the wide oak desk that sat at the front of the room, working intently.

"Yes, Harry what is it?"

"Just wanted to let you know I was home. I'd been over at the library, filling out the ESU application."

"Did you complete it?" Norman asked without looking up from his work.

"I finished the application. I still have the essay to write though."

"Well there's still plenty of time. I'm sure you'll get it done." Norman continued with the documents piled on his desk, but looked up when he sensed his son was still there.

"Was there something else Harry?"

"No, just…what are you working on?"

"Just some documents for OsCorp. Which reminds me that I must be on my way. I have somewhere to be." Norman stood and grabbed several folders before walking over to the door.

"Right now?" Harry asked curiously. "But it's after ten. Isn't the office closed?"

"Harry," Norman said, putting his hand on his son's shoulder. "You've still got a lot to learn. I didn't get to where I am now by taking a night off. These are crucial times for the company. Crucial times for us. I've got work to do." With that Norman made his way out of the study, much to his son's confusion. Norman exited the driveway of his impressive home and drove off. His mind raced as he crossed over into Brooklyn, finally parking at an OsCorp shipping warehouse. He got out of his car slowly, scanning the area, although he was not even sure what he was looking for. He entered the warehouse through a small side door and quietly traversed the hallways until he came to a large room filled with many crates bearing his company's name. He was greeted by several hard-looking men.

"You're a tad late, Osborn," said one of the men. He was fairly tall and of muscular build. Norman could tell right away he was the leader of the group. "We were starting to get worried."

"I was held up at home. Just relax, we have plenty of time. Besides, this shouldn't take long," Norman said sternly, although he was somewhat intimidated by the glaring looks he was receiving from the men assembled.

"Which one is it?" the man asked him. Norman motioned for the men to follow him around a stack of crates to the back corner of the room, where a large box sat covered by a tarp.

"Special delivery from our midtown office this morning," Norman coolly said. "Go ahead, open it. I think the Kingpin will be pleased with this tech."

"Watch your mouth," the man warned him. "We don't just throw around names like that."

"You have no cause for concern" Norman responded sharply. "This is my warehouse. We're at no risk here. Your boss will be liable in no way."

"Well we're in the business of keeping it that way," the man responded. "You two," he said, pointing to a pair of men holding crowbars. "Open it up. Let's see what toys OsCorp has in store for us."

The men rushed to the box and began prying it open. Norman's eyes met the man's, who was staring intently at him. "I'm sorry, I didn't get your name," Norman said.

"I didn't give it," the man responded back.

"Now, now. There's no need to be hostile. We're partners now, you see? We work together. I was just curious, that's all," Norman said innocently.

"My name's Schulz, and if we're working together, you had better provide the best. We don't work with anything less than that," he said menacingly.

"Mr. Fisk has made me fully aware of what's at stake," Norman said. He was not going to intimidated by these men. As far as he was concerned, they needed him more he needed them. That, at least, was what he planned on acting like. He did not trust men like these. He did not want to show any sign of weakness. The two men finally cracked open the crate to reveal a safe with a number keypad.

"Type in: Seven, four, six, two, five, three, seven," Norman instructed. He then turned to Schulz.

"And since I am aware of what's at stake, I made sure indeed to provide the best I have." The men opened the safe and removed what was inside. One man carried out two pieces of gold and black quilted body armor. One piece was fit for the legs, all black with thick black boots attached. The upper body portion of the armor displayed a thick black vest patched over gold quilting. The other man carried out two medium-sized wrist gauntlets. Each one had a separate thumb opening attached to a trigger-like device. They put them on the table in front of Norman.

"OsCorp codenamed this little project "Shocker" about two years ago. The technology was originally much bigger than this. It was initially designed for underwater demolition. It creates vibrational 'shockwaves' that travel at rapid speed. They have a highly destructive potential. The device could be used to drill for oil underwater or, as we later found out, tactical underwater warfare."

The men listened intently to Osborn, each of them standing silently at full attention. They were intrigued.

"OsCorp's weapon technology division found a way to scale the technology down to a personal unit, in the form of two wrist-mounted gauntlets. When powered up, these two devices can potentially create a powerful and convenient weapon. In fact, the device itself gives off so much power and energy that the user must wear this protective body armor," he said, pointing to the two pieces. Each one appeared to be very heavily padded. "Although it may seem slow, the cloth is fairly lightweight, as most of the padding comes through the vibrational energy coursing through the suit. That padding is the only thing keeping the energy front these gauntlets from disintegrating your bones within your body. The constant vibration that your body will give off would give the wearer great resistance to physical harm, as well as providing you with nearly two hundred percent of your normal physical strength. The intention was to create a fully-functioning underwater demolition team on a quick and covert scale. One squadron of five men wearing this technology could destroy an entire naval yard before anyone noticed. It is, of course adapted for land use and is just as powerful."

Schulz stepped forward and studied the suit, examining the gauntlets and feeling the armor.

"There's also a battery pack built into the belt," Norman said, pointing back to the safe. "And a mask as well, made of the same material. You wouldn't want those vibrations rattling your brain," he said with a laugh.

Herman Schulz began undressing to test out the armor. He was impressed. As one of the Kingpin's top men, Fisk had given him the task of personally overseeing this first contract with Osborn, which meant he got to use whatever toys Norman gave him. Donning the mask and the gauntlets, Schulz grinned in anticipation of utilizing the power that was now at his disposal. He had worked for years to finally get his big break and make a name for himself. He knew that now was that time, and anyone who stood against him would learn to fear the name "Shocker."


	14. Bringing Down the House

_September_

_Friday, 5:30 P.M._

In a large penthouse apartment in a tall tower on the Upper East Side of Manhattan Wilson Fisk stood behind his desk, staring down at the sprawling streets below him. The view of the bustling city often reminded him of the grime and decay from which he once came. From humble beginnings he had figuratively risen as high as he now literally stood. Fisk looked at the streets and saw them fit to lie where they were: beneath him.

"Sir, the prosecutor from the Lincoln case is downstairs. Do you want us to take him from here?" asked one of his aides.

Fisk took a moment to consider, stroking his square chin as he pondered the various ways in which he could handle a situation such as the one presented to him. He was due home soon to join his wife, Vanessa, for dinner. Chicken parm. It was his favorite.

Not wanting to spend more time than necessary with the matter, Fisk rose, his hulking frame covering the room in shadow, and said "No, I'd rather handle this personally."

"Very good, sir. I'll bring them up," the aide said.

Fisk turned and paced around the massive penthouse while he waited. Very rarely did he engage directly in his various undertakings. In fact, putting a distance between himself and the crime he orchestrates was his primary objective. But every now and again he liked to make his presence felt, both so his enemies as well as his own men knew to fear him.

Several men entered through the door, dragging a confused looking man along by his arm. They roughly seated him in a wooden chair in the middle of the penthouse, and the man stared up in as Fisk walked towards him. His hulking frame towered over him. Fisk then turned his attention towards the television, which was showing a news report of several petty crimes throughout the city.

"Animals, aren't they counselor?" Fisk said, shaking his head. "The violence, sometimes it makes you wonder."

"It can't come as a shock to you," the lawyer said. Fisk was surprised by his confidence. He chuckled.

"Does it surprise you, counselor? The violence?" Fisk asked him. The man stared at him in silence.

"Well of course there's violence. But never by me," he said, winking at a man to his right. "That's not good for business."

He then unbuttoned his coat and began to remove it, turning his back to the lawyer.

"Of course, one does feel compelled every now and then to…insert themselves into the equation, so to speak."

He turned to face the man. His shirt was fit tightly across his massive shoulders.

"You have a wife counselor? Girlfriend, anything like that?"

"A wife," the lawyer muttered nervously

"That's good. That's very good," Fisk said. "I love the institution of marriage. I have a wife myself."

Fisk began rolling back his shirt sleeves. His forearms bulged through his shirt.

"But if there's one thing that I've learned about wives, and women in general for that matter, it's that it's very hard to keep secrets from them. So when my Vanessa discovered the nature of my business, as well as the source of several lavish gifts I had provided her, well…I had no choice but to tell her the truth."

He paused for a moment as he finished rolling his shirt sleeves.

"And it was only after I had made it abundantly clear to her that this isn't an operation you can simply walk away from that she made me promise her one thing, and one thing only. Do you know what that was, counselor?"

The lawyer simply sat there, staring silently at him.

"To keep our home…away from the office," he said, spreading his arms out. "Keep our marriage out of it she said…to which I happily abide."

He then paused and grasped his right hand.

"Which is why I always make sure," he said, tugging on his finger. "To remove my wedding band," he stated as he pulled the band from his finger and held it out in front of himself. He then handed the ring to the man standing to his left.

"It clears my conscience…makes me better able to do my work" he grunted as he sent his boulder of a right fist into the man's face. The prosecutor wheezed deeply as his head snapped back.

"Because you see counselor, I simply cannot allow anything to jeopardize my relationship with my wife," he said casually as he swung the back of his hand across the lawyer's face. His head sunk down as he drooled blood into his lap.

"Nor the lifestyle I am able to provide for her," Fisk continued. He sent another crushing blow into the man's gut. Blood sprayed from his mouth onto the floor. His dead dangled as he was barely maintaining consciousness. Fisk finally stepped back and wiped his forehead, which was beginning to glisten with sweat. He turned around and held the man's head back and peered into his half-open eyes.

"You understand, of course?" he asked him.

The man could barely form words, as his mouth motioned back and forth inaudibly.

"Counselor?" he said, tightening his grip on the man's head.

"Yes," he finally whispered.

"Good man," Fisk responded. "If that's the case, here's what you're going to do. After you get yourself cleaned up, you're going to go back to your office. And the charges that have been so carelessly brought up against Mr. Lincoln, they will go away. I don't want to know how or why. I'll leave that for you to decide."

Fisk rolled down his shirt sleeves and began to slip his jacket back on.

"Then, you're going to take the money that this man is putting in your pocket," he said, pointing to his assistant on the left as he slipped an envelope into the prosecutor's jacket. "And you're going to buy your wife something nice…in the spirit in which it's offered, of course.

He buttoned his jacket and straightened his tie.

"You see, counselor? Everybody wins." He then took back his ring and motioned for his two men to carry to the lawyer out. Fisk turned and walked slowly back to his desk. As the two men carried the lawyer out Tombstone limped in the office. He wore two large braces on both his legs and held a steel cane to support himself.

"You know I never thought when I hired you that I would have to clean up any of your messes," Fisk said.

"It won't happen again," Tombstone grunted.

"No…no it certainly won't. Head up, Lonnie. Sooner or later we all have a misstep. And this recent…problem, is most unusual."

"He surprised me before. If I had another shot at him he would be dead."

"Perhaps." Fisk said, pacing around his desk. "But for now, you are out of commission. And there can be no disturbance of this operation. Everything must run like clockwork. Luckily, I have taken the necessary action to ensure that everything stays up to speed."

"You mean Osborn," Lincoln growled, with a tone of indignation resonating through his voice.

"Indeed I do. He presents my most feasible option. Schulz has given me the report on OsCorp's most recent offering. The Shocker project seems rather fascinating, though I have neither the time nor the inclination to bother myself with the details. Norman Osborn knows what is at stake for him. If there's one thing I've come to learn about Norman, it's that he wouldn't knowingly sabotage his enterprises. He'll deliver the goods."

"So then I assume Schulz will be heading the Yakuza trade tonight?"

"He is the most suitable captain to oversee the microchip trade, yes. And should Spider-Man just happen to show up, he'll be running into a certified death trap. The deal's location has been determined specifically as a precaution to Spider-Man's interference. Should the wall-crawler present himself, there's no way he will get out alive."

Tombstone turned and limped out of the room, grimacing at the prospect of being displaced as the Kingpin's top enforcer. Fisk himself paid no mind to the thoughts or concerns of his many underlings. He saw the money he paid them as more than enough compensation for a bruised ego. The sun was slowly beginning to set on the Manhattan skyline, and the Kingpin was confident that it would soon be setting on Spider-Man as well.

_9:37 P.M._

It was nighttime in New York City. The East Side buzzed with youthful energy as the various bars and clubs along the island started to get crowded. High above the streets, Peter Parker sat perched atop a domed tower. He gazed down upon the crowds, hundreds of young men and women mingling in the streets and bustling in and out of different establishments. They were lucky, Peter thought, that they would never have to know the burden of responsibility. Danger was not a part of these people's lives. They weren't much older than Peter was, but already he felt as though he had grown beyond his modest years. The life of Spider-Man can do that to a young person. He thought of his friends, Harry and Gwen, and wondered what other normal high school students were doing on this Friday night. They were all so oblivious to the secret life their classmate had been living.

But Peter did not pity himself. He was in his element on the rooftops. The thrill he got from costumed crimefighting had breathed new life into the previously shy and timid boy. Confidence seemingly came naturally to him now. He liked the changes in his life, and his friends did too. They had all been waiting for Peter to come out of his shell since their days as high school freshmen. Harry and Gwen took not the time to wonder why these sudden changes had come about. They were just glad they finally did.

Suddenly, a series of crashing sounds came from the alleyway. Peter shifted his weight, turning to find the source of the disturbance while staying firmly planted on the top of the dome. He looked down, scanning the alley. He spied a girl swaying back and forth, falling over into trashcans as she stumbled down the path. Peter knew right away she had too much to drink. Where were her friends, he wondered. The bars along the avenue apparently offered equal parts inebriation and obliviousness.

"Somebody partied a little too hard," he laughed to himself.

He sat there keeping an eye on her, wondering if he should intervene and give her some help. But it wasn't exactly in a superhero's job description to hold back the hair of drunken girls. Then, a shadow crept into Peter's line of sight. A man of medium height, sporting a leather jacket and work boots followed the same path down the alley as the girl. Peter watched more intently now, as the man slowly began to stalk the girl who could barely keep herself standing, unaware of his presence. She slumped over against a wall, taking a moment to sit and began rifling through her purse. She clearly had no idea what she was doing, as the contents of the bag spilled everywhere. The man quickened his pace, ready to close in. Peter feared what came next. His blood boiled. Despite his crimefighting habits, he had yet to grow accustomed to the vulgarity of the scum he encountered on a daily basis. He wasn't going to wait and see what the stalker had in mind for the girl.

In an instant Peter shot out a web line and anchored it onto an adjacent fire escape. In one graceful motion he swung down from his perch and soared through the alley, releasing his line and landing on the wall the girl sat against, aimlessly gathering her belongings together and stuffing them back into her purse. Peter was some twenty or thirty feet above her. She attempted to stand, and suddenly her eyes met with those of the man who stalked her. She froze instantly, fear and uncertainty taking over her body and sobering her up immediately. The man stopped in his tracks, staring at her as he clenched his fists. His beady eyes gave off an aura of menace. He turned his head in different angles, not breaking his gaze, and slowly began moving closer to her. Peter began his descent down the wall, quietly creeping closer to the visibly frightened girl.

"You know pal, I think I know what's on your mind, and all I can really say is…that's no way to treat a lady," Peter said.

Both the man and the girl stopped and turned their attention to the costumed figure latched against the brick wall. His tight red and blue outfit shone bright as it was bathed in moonlight. The girl screamed, apparently unaware of Peter's intentions to keep her out of harm's way.

"Shit," the man grumbled. He reached into his coat pocket. Peter's head buzzed, and he knew what the man was reaching for before he could even bring it into sight.

_Gun. _Peter had felt the sting of a bullet wound before, and did not plan on experiencing it anytime soon. In one effortless motion he propelled his hands off the wall and brought his body facing upward. His feet still planted to the wall, he stood upright and extended a hand out towards the man. In a fluid motion, the stalker whipped out a silver revolver, just in time to be caught by a sticky web line.

"Dammit," he muttered.

He yanked his hand back and forth, trying desperately to free his gun. But it was no use, as Peter's webbing was too strong. Finally, the man aimed his gun up at Peter, who smiled under his mask. He knew the revolver's barrel was completely clogged with webbing, and released the web line, almost daring the man to fire the gun. He squeezed the trigger, and there was a loud crack as the revolver misfired and exploded in his hand. He let out a sharp scream of pain and sunk down to his knees, clutching his hand.

Like a bird swooping down to catch a fish, Peter leapt from his perch to where the man had stood. But the thug was up and running, the fear of capture quickening his pace and carrying him down the alleyway. Peter was unconcerned for the moment. The man could not go anywhere Peter could not find him. He approached the girl to help her stand, but she too had already risen to her feet and stumbled back towards a group of young women calling her name. With a shrug and a sigh, Peter turned his attention back to the thug who fled down the path.

A chase. Heavy panting and the swift patter of footsteps sounded through the night air. The man clutched his ailing hand, too overcome with fear to stop now. Peter effortlessly swung through the alley, taking his time, toying with the man. It would end one way or the other. The man looked back. Red and blue flashes filled his peripherals, and panic set in. Who was this? What was this? The piercing thwip of web line after web line unnerved him to the point of audible terror, and he looked back and let out a sharp yelp in desperation.

Then, a crash. In his state of terror, the man had failed to observe the crosswalk he now entered, as well as the white van that was barreling down the road. He soared up over the hood of the van like a puppet and landed on the pavement with a harsh thud. Glass cracked and tires screeched as the van sped off into the night without any regard for the man it had just run over.

Peter stopped swinging and perched himself on the corner of a brick building that overlooked the accident. He took note of the departing van before turning his attention to the crown that began to form over the broken body in the street. Screams and shouts reverberated through the intersection, and amidst the chaos the van drove off with a purpose, accelerating away from the scene. Peter thought it best to let the people below care for the man whom he was just previously trying to apprehend in order to pursue the van.

Just like that Peter once again began a chase, this time after the perpetrators of a hit-and-run. This group, oblivious to his presence, weaved in and out of traffic on a mission. Their destination was unknown to Peter, but the tenacity with which they traveled urged him to find out. He did not dare intercept the van in the crowded streets, as their intentions were ambiguous, although Peter just received a small sample of their potential for violence.

Streetwalkers turned their heads and stopped to gaze at the van recklessly whizzing through the street. One in particular, stopped and held an intent stare of shock as though seeing something for just the first time. Indeed he had, as Eddie Brock never before had laid eyes on Spider-Man. But in the commotion caused by the speeding van, a red and blue blur had caught the photographer's attention and held it tight as it swung off around the corner in pursuit of its target. With Jameson's surly growl ringing in his ears, Brock took off sprinting in the direction of the van down the crowded sidewalk, drawing the ire of those trying to enjoy a peaceful night.

At last, the van turned into a parking garage on the outskirts of Chinatown. It turned and circled up several floors until finally coming to a halt. Peter followed, using the bright glow of the headlights in order to judge where to make his landing. He clung to the outer wall of the structure, separated by a mere three feet of cement from his charge. He heard the van doors slide open as the sound of several pairs of boots hitting pavement echoed through the empty garage. Peter crawled along the outer wall to position himself behind the van. He perched atop the ceiling, gaining a vantage point over the entire parking area. Several well-built men with tough appearances exited the van and scanned the area to form a perimeter around their vehicle. Peter noticed the clicking of loaded guns in their hands. His hunch was right. There was trouble afoot, and he found himself square in the middle of the kind of action he had been seeking. Then, something caught Peter's eye that caused him to double take. The last one to exit the van stood much taller then the others, and was not sporting the same black leather jacket and jeans the others were. This one, instead, was outfitted like something Peter had seen in a comic book. It was Schulz, garbed in all of Norman Osborn's technological glory. The gold in his suit shone bright underneath the garage lights, and his thick black boots and suit pants took on a pitch-black hue. With a gesture towards his belt there was a clicking sound and a slight buzzing noise emanated from his person, and Peter felt a slight vibration in his fingertips from the ceiling upon which he was perched. His mind raced as he wondered not only what kind of technology the man was wearing, but where he had gotten it.

Then, headlights beamed at the opposite end of the garage. An SUV slowly pulled forward from the opposite end of the garage. Schulz and his men slowly walked forward as well, eventually coming to a halt as Schulz held his hand up. The car came to a stop, and four young Asian men exited with enthusiasm, freely carrying submachine guns out in the open.

"The fuck is this, Chow?" Schulz aggressively snarled as he gestured towards the group of men. "I thought we agreed on no automatic weapons."

"You agreed on no automatic weapons. We made no such arrangement. The father does not risk anything when dealing with a man like the Kingpin."

"You're not dealing with the Kingpin, Chow. You're dealing with us, and I'm pretty goddamned sure we had an understanding," Schulz growled.

This exchange had caught Peter's attention and piqued his interest. Never before had Peter seen a thug with the outfit and tech as the one standing before him. His very image harkened back to what was now the second strangest thing Peter had seen during his time as a vigilante, the giant albino Lonnie Lincoln. He wondered if there was in fact a connection between the two. Peter remembered the exchange he had with the man called Tombstone, one that was full of threats and bravado. It was clear to Peter then that Tombstone was part of a larger picture. As Schulz and the Yakuza mobster stood before Peter now discussing the "Kingpin," he found himself overwhelmed and confused by the many pieces of what was perhaps forming a complete puzzle.

Meanwhile, on the street down below, Eddie Brock was engaged in a full sprint down the sidewalk. He had only barely managed to keep up with the white van and, more importantly, Spider-Man. Through sheer physical endurance and investigative intuition was he able to track the pair this far. He stopped momentarily to catch his breath at an intersection, panting as though the eight blocks he just ran had sucked the life out of him. He raised his head to scan his surroundings, hopelessly searching for a trace of Spider-Man or the van he had been pursuing. Just as fatigue was about to set in and overcome him, a several story parking garage caught his attention. He noticed the white van he had so relentlessly been chasing parked inside, and knew the webslinger could not have been far.

"I knew if I tailed you long enough something would come up," he panted, still exhausted from the chase he had just undertook. Eddie made for the garage, taking note of the level the van was parked on. The promise of a hefty payday and Jameson's favor on his mind, he quickly ascended the garage staircase. He carefully counted each floor as he went, and upon reaching where he estimated the van to be, carefully opened the stairwell door with his camera in hand. He found himself not a hundred feet from a few well-armed mobsters, one of whom he noticed was very peculiarly dressed. After briefly scanning the parking area, there appeared to be no sign of Spider-Man. Eddie retreated behind the door to catch his breath, hoping not to be seen by any of the several men who would surely kill him in an instant. After composing himself and regaining his resolve, he turned his attention back towards the exchange taking place. He determined to not let a potential story go, whether Spider-Man was there or not.

Tensions between both the Kingpin's men and the Yakuza were beginning to grow. Schulz stepped forward again to speak.

"Look, Chow. I'm not sure where you're from, but around here, automatics…meeting arrangements, whatever…that's not how we do business. This isn't some dick-swinging contest. Because in this country, it doesn't add inches to your dick. Where's your honor? Hmm, fealty? Does none of that mean anything to you?"

"You talk tough behind that suit and your mask. All your talk of dicks, is that meant to frighten us? The Kingpin has clearly gone out of his way to give you an advantage. Why should we not enjoy the same?"

"Fine, have it your way," Schulz responded. "Just bring out the cash."

Chow motioned towards a man standing behind him, and he retreated into the SUV to produce a briefcase. He brought it before the assembled group to display the cash that was inside. One of Schulz's men, in turn, produced another briefcase full of computer microchips. Peter eyed the exchange carefully as he prepared to make his move. Eddie, meanwhile, eagerly snapped photos he imagined would plaster the front page of the Daily Bugle.

"I'm gonna need two hundred for all of it," Schulz coolly said.

The Yakuza gathered amongst themselves and deliberated. All the men at this moment had their guard down just briefly enough for Peter to release his grip from the ceiling and quietly drop down behind the white van. While still cloaked in the shadows, Peter peered out from behind the van and extended a single hand. Just as the Yakuza had returned to the summit, one of the men standing behind Schulz was forcefully yanked backwards from the fray. He let out a loud scream as he flew backwards into the darkness. Eddie's eyes lit up, hoping this may have been a sign of Spider-Man's presence.

Peter reeled the thug in on a webline and held him by the neck. Before he could make another sound he slammed his fist into the side of his head, rendering him unconscious. Peter slung him over the side of the garage wall, leaving him suspended several feet above the ground by his web. Peter turned, still under the cover of darkness, and observed the contingent that was now nervously looking towards the blackness the thug had disappeared into. Peter released two more line, each one coiling itself around a thug who struggled to escape the constrictive bind of Peter's web. He yanked each one of them in and slammed each face-first into the ground before disposing of them in the same manner as their partner. Peter's head began to buzz as the remaining mobsters cocked their weapons and opened fire into the darkness. Peter swiftly leapt up and attached himself to the ceiling once again. Bullets whizzed underneath him, tearing through the space his body once occupied. He adeptly zipped over to an adjacent section of the garage so as to not alert the group to his location. Three more weblines were released, and Peter ducked as he yanked three thugs into the column behind him with forceful impact. Only Schulz and a single Yakuza remained. Peter webbed the three he had just dispatched to the ground and somersaulted towards the last mobster, kicking away his gun with one foot and sending his other into the man's jaw. He toppled over sideways and slumped to the ground. Peter spun, arms raised, to face Schulz, who slowly walked closer.

"I don't know how you do it," Schulz said, "but you always manage to be in the right place at the right time."

"Oh I can explain," Peter said lightheartedly. "See, I'm here for the trendy fall fashions show I heard was taking place. But, well…judging by your outfit, I must be in the wrong place."

"Well I'm not into fashion, web-head, as much as function." Schulz stopped and stood several feet away from Peter and slowly raised his right hand. There was a high-pitched whine and the gauntlet he wore began to glow blue.

"Is your hand…glowing?" Peter curiously thought aloud. He had not the time to complete his thought, however. A thick blue shockwave rocketed from Schulz's hand and collided with Peter, slamming his body into the Yakuza's SUV. Every car in the immediate vicinity was shaken by the impact, as each one's alarm began to blare simultaneously. Eddie brought his focus away from the camera lens to stare upon the scene in awe before returning to furiously snapping photos.

Peter let out a pained groan. "What the hell," he muttered.

"Oooh you like that, huh? Well stand still then, because you're in for a real shock!"

Schulz raised both hands this time and fired a huge shockwave at Peter, who jumped up to the ceiling just in time to watch the blast tear a hole through the side of the SUV, sending it sailing backwards into the assembled vehicles. Peter ricocheted off the ceiling and propelled himself down towards Schulz, sending both feet square into his chest. A sound similar to the cracking of lightning was released and Peter bounced back to the pavement. Schulz, thrown off balance but unharmed, reared back to deliver another blast. He sent a shot at Peter, who threw out a webline and latched onto an adjacent wall. The blast punched a hole in the floor where Peter stood, sending debris crumbling to the level below. Schulz sent another blast in Peter's direction but missed again, this time tearing through a section of a pillar supporting the garage. Peter hurdled sideways over the shockwave to land in front of Schulz once more. He sent two consecutive haymakers into his face, thinking the force behind each blow would be enough to take his opponent down. Schulz merely shook the blows off, however, and reared back to deliver one of his own.

"Shit," Peter muttered.

He sent a gauntlet into Peter's stomach, knocking him back several feet. Peter gasped as the air left his lungs momentarily and he slid on the garage floor. Each attack felt like being hit by a train. Without the luxury to catch his breath, he shot out two weblines at Schulz's feet and in one swift motion flipped off the floor and yanked him in. Peter then fell to his back again and met Schulz with the bottoms of his feet, kicking him upward with enough force to send him clear through the garage roof. Schulz landed on the level above and brushed broken pieces of concrete off of him. He stood up furiously, his anger evident through the eye holes of his mask. Peter suspended himself upside-down on a webline over the newly-formed hole in the ground and called out to his enemy.

"Alright, I'll bite. If it's not a fall fashions show that's supposed to be happening, what is it? A cushioning convention? Hold on, let me guess. You're the mascot right? The Stay-Puffed Guy? No? What about…Padded Peep? Oh I've got it! Mr. Triple Ply. Yeah that's it!"

Schulz grimaced beneath his mask, frustration and impatience fueling the rage inside him.

"Well, if we're going to name names, I'm the Shocker. And you are overstaying your welcome."

Shocker sent another blast in Peter's direction. He shifted his weight on the webline and released just in time to have the shockwave roar past his face and crush the wall behind him. There was a loud rumble as small pebbles now began to fall from the ceiling and the floor began to slightly sink to a lower angle. Peter bounced and evaded more of Shocker's blasts. He bounced up and delivered an overhand strike to Shocker's head before turning and mule kicking him in the stomach. An errant blast on Shocker's part took out another chunk of the ceiling, and the entire garage began to quake. Peter, hoping to avoid the structure collapsing, engulfed Shocker in webbing. His efforts, however, were in vain, as the vibrations coursing through Shocker's body rattled Peter and brought him to his knees. He slumped down, feeling as though he were about to be sick. Shocker tore free of the webbing and picked Peter up by the throat, sending fists into his head and abdomen. Peter fought back, shaking off the blows and delivering two more of his own. But for the strength Peter put forth, he could only barely manage to stun Shocker. It was not long ago that Peter's strength had put several men in the hospital. Now he found himself evenly matched, perhaps moreso, and he felt woefully unprepared. Shocker sent another fist into Peter's ribcage and he went limp from pain and exhaustion. Shocker reared back and charged his gauntlet, preparing to deliver a finishing blow.

"This time, let's do maximum voltage at minimum range," he sneered.

Peter waiting carefully for exactly the right moment. Just as the gauntlet reached an intensely bright blue glow, Peter swung his free hand to knock Shocker's arm out of the way and shot a single web into his eyes. The blast sailed just wide of Peter's head and took out a large portion of the garage roof. The ceiling then became unhinged, as the structure was damaged to the point that a collapse was inevitable. Shocker, still keeping a tight grip around Peter's neck, released a frustrated scream as he struggled to maintain a line of sight. Peter grabbed him by the shoulders and kicked himself away, releasing him from Shocker's grasp. With the ceiling about to come down on both of them, Peter shot web lines just past Shocker to the only two columns that remained standing. He pulled back tightly and catapulted himself forward, engaging Shocker in a dive tackle and sending them hurtling to the opposite side of the garage just as the ceiling came down. The pair soared through the air, over the parking ramp and into the windshield of a car at the adjacent end. Peter sent fist after fist into Shocker's face as half of the structure began to cave in behind them. Shocker at last had removed all the webbing from his eyes and recoiled slightly, gathering energy before releasing a full-body shockwave. The air shook in all directions and Peter was flown directly upward. He slammed into the ceiling and plummeted back down. With the swipe of one gauntlet-powered fist, Shocker backhanded Peter in mid-air and sent him sprawling down the parking area. Peter stood, legs shaking, but ready for more. Shocker leapt off the hood of the car as well and prepared another blast. Then, sirens wailed in the distance. Both combatants directed their attention to the three squad cars that were speeding up the avenue towards the half-demolished parking garage. Shocker turned his focus back towards Peter, and fired a blast at another of the garage's support columns. This side of the structure now began to rumble, as the damage done to the opposite end had caused a significant amount of damage. Shocker fired again, destroying another one, and Peter shouted out to him.

"What the hell do you think your doing?!"

"Bringing down the house," Shocker calmly responded. He turned and made for the massive pile of rubble that was now the remains of the other end of the garage. Before making the jump, he turned and gave Peter a mocking salute.

"Until next time."

He jumped down, out of sight, and was gone. Peter had no time to follow him, as the approaching police squadron and the collapsing ceiling gave him no time. He swung out from beneath the crumbling garage and perched himself on the ledge of a building overlooking the collapsed structure. Many thoughts filled his head as he watched scores of policemen scan the scene to no avail.

"That albino guy…Shocker…Kingpin…what are all these names? Who the hell are these people? That guy just now…he was tough. And he seemed to know about me. Said I was always in the right place? What does it all mean?"

Peter could not shake the feeling that there was a bigger agenda at play, and that the Shocker was created specifically to combat him. Peter indeed found Shocker to be more than an even match, as he had never encountered anyone with such advanced weaponry, training, or preparation. Exhausted and late to get home, Peter wearily swung home, happy to be alive, but unnerved by how deep he was getting into things.

Lost among all the chaos was Eddie Brock, who barely managed to escape the collapsing structure with his life. Eddie had jumped from the third story into a dumpster that lay next to the garage, avoiding being crushed by mere seconds. As fast as Eddie had raced to the scene of all the demolition, he ran even faster away from it, fearing for his life after what he saw as two titans clashing before his very eyes. He sprinted down the block and ran another one for good measure, the feelings of wonder and self-preservation giving him a spike in adrenaline. He turned the corner and once again found himself on the busy city street, pacing down the sidewalk among ordinary people who were oblivious to the events he had just witnessed. He sat down at a bus stop to compose himself and catch his breath, as he hosted feelings of bewilderment, fear, and excitement all at once. He let out a long, hearty laugh as he considered the night he just had. Then, with a bus approaching, Eddie's attention quickly turned from the events that unfolded before him to his recording of them. He reached into his bag for his camera and examined it for any damage. To his relief, it was still intact. He then took out his film, and there was nary a scratch.

"Okay, okay…still intact."

With that Eddie got on the bus and went home for what he anticipated to be a long and peaceful sleep. Something told him these were just the pictures J. Jonah Jameson wanted.


End file.
